Appears in 4 contracts

Sources: Stockholders' Agreement (Rice Acquisition Corp. II), Business Combination Agreement (Rice Acquisition Corp. II), Support Agreement (Rice Acquisition Corp. II)

Lock-Up. Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) ~~Subject~~ offering, pledging, selling, contracting to ~~Sections 7(b) and 7(c~~sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), ~~each NET Power Holder agrees with~~ or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the ~~Company that it, he or she shall not Transfer any Lock-up Shares~~ economic consequences of ownership of such ~~NET Power Holder~~ securities, whether any such transaction described in clause (~~if any and~~ a) or (b) above is to ~~the extent applicable) until the end~~ be settled by delivery of ~~the applicable Lock-up Period~~ Common Stock or such other securities, in cash or otherwise (the “Lock-up”). ~~For the avoidance of doubt~~Notwithstanding Section 5.4.1, ~~the Lock-up~~ in no event shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period exceed one hundred eighty (i180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (~~including~~ other than ▇▇▇▇▇▇ ▇▇▇▇▇) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any ~~Company Interests exchangeable for~~ Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock ~~in connection therewith) for cash, securities or~~ other ~~property subsequent to the Closing Date~~than ▇▇▇▇▇▇ ▇▇▇▇▇. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 4 contracts

Sources: Purchase Agreement (LGI Homes, Inc.), Purchase Agreement (LGI Homes, Inc.), Purchase Agreement (LGI Homes, Inc.)

Lock-Up. Each Investor agrees that, in connection with registrations of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (~~a) Subject to Sections 7(b) and 7(c~~the “Managing Underwriter”), ~~each NET Power Holder agrees with~~ such Investor shall not sell or otherwise transfer any securities of the Company ~~that it~~during the period specified by the Company’s Board of Directors at the request of the Managing Underwriter (the “Market Standoff Period”), ~~he or she shall~~ with such period not ~~Transfer any Lock-up Shares of such NET Power Holder~~ to exceed (~~if any and~~ i) with respect to the ~~extent applicable~~Company’s initial public offering, 180 days following the effective date of a registration statement of the Company filed under the Securities Act and (ii) with respect to subsequent underwritten public offerings, 90 days following the effective date of a registration statement of the Company filed under the Securities Act; provided that: all officers, directors, founders, and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements. The Company may impose stop transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. Each Investors agrees not to transfer any of the ~~applicable Lock~~securities subject to the foregoing restriction without first requiring the proposed transferee to agree in writing to such transfer restrictions. Each Investor acknowledges that the Company will be caused to be placed on the Notes and the Warrants (and any securities issued directly or indirectly on conversion or exercise of such Notes and Warrants) the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180-~~up Period~~ DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.” The parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. COMPANY: AMARANTUS THERAPEUTICS, INC. a Delaware corporation By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: CEO and President November 1, 2010 Molecular Medicine Research Institute (1) $ 16,037.10 $ 16.04 $ 16,053.14 December 1, 2010 Molecular Medicine Research Institute (1) $ 4,250.00 $ 4.24 $ 4,254.24 January 1, 2011 Molecular Medicine Research Institute (1) $ 4,250.00 $ 4.24 $ 4,254.24 February 1, 2011 Molecular Medicine Research Institute (1) $ 4,250.00 $ 4.24 $ 4,254.24 March 1, 2011 Molecular Medicine Research Institute (1) $ 4,250.00 $ 4.24 $ 4,254.24 April 1, 2011 Molecular Medicine Research Institute (1) $ 4,250.00 $ 4.24 $ 4,254.24 May 1, 2011 Molecular Medicine Research Institute (1) $ 4,250.00 $ 4.24 $ 4,254.24 (1) It is the intention of Molecular Medicine Research Institute to accept additional monthly convertible notes and related warrants in the form and terms as the convertible note and warrant attached as Exhibit A Form of Note and Exhibit B Form of Warrant from Amarantus Therapeutics, Inc. for 50% of the respective monthly Sponsor Research Fee(s). Each month will have a separate convertible note and warrant agreement for the respective month. $____________ Palo Alto, California FOR VALUE RECEIVED, Amarantus Therapeutics, Inc., a Delaware corporation (the “~~Lock-up~~Company”~~). For the avoidance of doubt, the Lock-up shall not apply~~ ) promises to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant pay to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any Molecular Medicine Research Institute and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) Clinical Center (the “~~trading share price~~Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of $________, or such lesser amount as shall equal the outstanding principal amount hereof, together with simple interest from the date of this Convertible Promissory Note (the “Note”) on the unpaid principal ~~exchange on which such securities are then listed or quoted, which as~~ balance at a rate equal to 5.00% per annum. This Note is one of the ~~date hereof is~~ “Notes” issued pursuant to the ~~NYSE~~Note and Warrant Purchase Agreement dated May __, ~~for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing~~2011 (as amended, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the likemodified or supplemented, the “~~NET Power Holders Price-Based Shares~~Note Purchase Agreement”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares ). Outstanding principal and accrued interest shall be due and payable on demand by a Majority in ~~excess~~ Interest of the ~~NET Power Holders Price-Based Shares described in~~ Investors made after May __, 2012 (the ~~foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in~~ “Maturity Date”). Capitalized terms not otherwise defined herein shall have the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise meaning set forth in ~~this Agreement or~~ the ~~governing documents~~ Note Purchase Agreement. The following is a statement of the ~~Company and OpCo as~~ rights of the ~~date hereof.~~Investor and the conditions to which this Note is subject, and to which the Investor, by the acceptance of this Note, agrees:

Appears in 3 contracts

Sources: Note and Warrant Purchase Agreement (Amarantus BioSciences, Inc.), Note and Warrant Purchase Agreement (Amarantus BioSciences, Inc.), Note and Warrant Purchase Agreement (Jumpkicks, Inc.)

Lock-Up. (a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in In connection with ~~a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all~~ any underwritten offering of the Company’s ~~Stockholders having~~ securities, each Investor and Permitted Holder of Registrable Securities agrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, that it will (a) not offer, sell, contract to sell, loan, grant any option to purchase, make any short sale or otherwise dispose of, hedge or transfer any of the economic interest in (or offer, agree or commit to do any of the foregoing) any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to ~~exchange their~~ receive shares of Common ~~Stock~~ Stock, whether now owned or hereinafter acquired, owned directly (including ~~any~~ holding as a custodian) or with respect to which such Person has beneficial ownership within the rules and regulations of the Commission (other than those included by such Person in the offering in question, if any) without the prior written consent of the Company ~~Interests exchangeable~~ or such underwriters, as the case may be, for ~~shares~~ up to fourteen (14) days prior to, and during the ninety (90) day period following, the effective date of ~~Common Stock in connection therewith~~the registration statement for such underwritten offering, and (b) ~~for cash, securities or other property subsequent~~ enter into and be bound by such form of agreement with respect to the ~~Closing Date. (c) Notwithstanding~~ foregoing as the ~~provisions~~ Company or such managing underwriter may reasonably request; provided that each executive officer and director of the Company also agrees to substantially similar restrictions. The restrictions set forth in this Section ~~7(a)~~4.7 shall terminate, with respect to an Investor and its Permitted Holders, when such Investor and its Permitted Holders own less than 7.5% of the ~~retirement of shares of~~ outstanding Common Stock, after giving effect to such Investor’s and its Permitted Holders’ Preferred Stock, Series C Preferred Stock and Class B Common Stock ~~pursuant to Section 4.3(b)~~ on an as converted basis using the Base Price on the date of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price request of the ~~Class A~~ Company or the underwriters mentioned above of in calculating the amount of outstanding Common ~~Stock (as adjusted for stock splits~~Stock; provided that, ~~stock dividends~~unless the SPA is earlier terminated, ~~reorganizations, recapitalizations and similar transactions) (~~no such termination shall be effective until the ~~“trading share price”) on the principal exchange on which such securities are then listed or quoted, which as~~ later of ~~the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds~~ (i) ~~$12.00 per share, then each of~~ the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Third Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) ~~if any Price-Based Lock-up Shares~~ 90 days following completion of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor a Third Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationFinancing. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 3 contracts

Sources: Investor Rights Agreement (Usec Inc), Securities Purchase Agreement (Babcock & Wilcox Co), Securities Purchase Agreement (Usec Inc)

Lock-Up. (a) Subject to Sections 7(b) and ~~7(c)~~except as otherwise determined by the Board, each ~~NET Power Holder agrees with~~ of the ~~Company~~ Topco Equityholders and the Horizon Equityholders agree that ~~it, he or she~~ they shall not Transfer any of their Lock-up Up Shares ~~of such NET Power Holder (if any and to~~ during the ~~extent applicable) until the end of the applicable~~ Lock-up Period (the “Lock-up”)~~. For the avoidance~~ ; provided that, (i) 50% of ~~doubt, the~~ their respective Lock-up Shares shall ~~not apply to any Company Interests, warrants or other securities of~~ be released on the ~~Company~~ date that is six (~~whether acquired in~~ 6) months following the ~~open market, directly from~~ Closing and (ii) the ~~Company, upon exercise of any warrants or otherwise) other than the~~ remaining Lock-up ~~Shares~~Shares shall be released on any date, at least six (6) months following the Closing, on which (A) the price per Lock-up Share exceeds $15.00 per share for twenty (20) trading days within a consecutive thirty (30) day trading period and (B) the average daily trading volume exceeds one (1) million shares of Common Stock during such consecutive thirty (30) trading day period. ~~Nothing~~ Any waiver of the restrictions set forth in this Section 7 7(a) shall ~~prohibit a NET Power Holder from~~ require the ~~establishment~~ approval of a ~~trading plan pursuant to Rule 10b5-1 promulgated under~~ majority of the ~~Exchange Act~~directors of the Board; provided, ~~provided that such plan does not provide for~~ however, (i) any waiver of the ~~Transfer~~ restrictions in this Section 7(a) in respect of Lock-Up up Shares ~~during~~ held by any of the Topco Equityholders shall require the approval of a majority of the members of the Board who are not Topco Designees and (ii) any waiver of the restrictions in this Section 7(a) in respect of Lock-~~Up Period~~up Shares held by any of the Horizon Equityholders shall require the approval of a majority of the members of the Board excluding the Horizon Designee. (b) Notwithstanding the provisions set forth in Section 7(a), each of the Topco Equityholders, the Horizon Equityholders and any ~~NET Power Holder or its~~ of their respective Permitted Transferees ~~may~~ shall be permitted to Transfer ~~the~~ their Lock-up Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ during the Lock-up Period (i) to (A) the Company’s officers or directors, (B) any affiliates or family members of the Company’s officers or directors or (C) with respect to any Topco Equityholder and its Permitted Transferees, any direct or indirect partners, members or equity holders of the Topco Equityholders, any Affiliates of the Topco Equityholders or any related investment funds or vehicles controlled or managed by such persons or their respective Affiliates or, with respect to any Horizon Equityholder and its Permitted Transferees, any direct or indirect partners, members or equity holders of the Horizon Equityholders, any Affiliates of the Horizon Equityholders or any related investment funds or vehicles controlled or managed by such persons or their respective Affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such ~~NET Power Holder’s Permitted Transferees~~person; (iii) by gift to a charitable organization; (iv) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (v) in the case of an individual, pursuant to a qualified domestic relations order, (vi) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder; (vii) to the Company (provided that any Transfers to the Company are pro rata as between the Topco Equityholders and the Horizon Equityholders, except as otherwise approved by the Board (including at least one Topco Designee and one Horizon Designee)); or (iiviii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s ~~Stockholders~~ stockholders having the right to exchange their shares of Common Stock ~~(including any Company Interests exchangeable for shares of Common Stock in connection therewith)~~ for cash, securities or other property subsequent to the Closing ~~Date~~Date (each such transferee in clauses (i) – (vii) collectively, a “Permitted Transferee”); provided, however, that in the case of clauses (i) through (v) these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Section 7. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period ~~without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder~~ shall expire, and each Topco Equityholder, Horizon Equityholder and its respective Permitted Transferees, ~~in each case, in the aggregate as~~ shall be entitled to Transfer all of ~~immediately following the Closing (the aggregate Price-Based~~ its Lock-up Shares, ~~as adjusted for~~ immediately upon the date on which the Company completes a liquidation, merger, capital stock ~~splits~~exchange, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares reorganization or other similar transaction that results in ~~excess~~ all of the ~~NET Power Holders Price-Based Shares described in~~ Company’s stockholders having the ~~foregoing clause (i) (i.e., up~~ right to ~~two-thirds~~ exchange their shares of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer Common Stock of the Company ~~Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable~~ for cash, securities ~~Laws~~ or ~~as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof~~other property.

Appears in 3 contracts

Sources: Transaction Agreement (Horizon Acquisition Corp), Stockholders’ Agreement (Vivid Seats Inc.), Stockholders’ Agreement (Horizon Acquisition Corp)

Lock-Up. Each Investor agrees that, in connection with registrations of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (~~a) Subject to Sections 7(b) and 7(c~~the "Managing Underwriter"), ~~each NET Power Holder agrees with~~ such Investor shall not sell or otherwise transfer any securities of the Company ~~that it~~during the period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "Market Standoff Period"), ~~he or she shall~~ with such period not ~~Transfer any Lock-up Shares of such NET Power Holder~~ to exceed (~~if any and~~ i) with respect to the ~~extent applicable~~Company's initial public offering, 180 days following the effective date of a registration statement of the Company filed under the Securities Act and (ii) with respect to subsequent underwritten public offerings, 90 days following the effective date of a registration statement of the Company filed under the Securities Act; provided that: all officers, directors, founders, and holders of at least one percent (1 %) of the Company's voting securities enter into similar agreements. The Company may impose stop transfer instructions with respect to securities subject to the foregoing restrictions until the end of ~~the applicable Lock-up Period (the “Lock-up”)~~such Market Standoff Period. ~~For the avoidance of doubt, the Lock-up shall~~ Each Investors agrees not ~~apply~~ to transfer any ~~Company Interests, warrants or other securities~~ of the securities subject to the foregoing restriction without first requiring the proposed transferee to agree in writing to such transfer restrictions. Each Investor acknowledges that the Company will be caused to be placed on the Notes (~~whether acquired in the open market,~~ and any securities issued directly ~~from the Company, upon~~ or indirectly on conversion or exercise of ~~any warrants or otherwise~~such Notes) ~~other than~~ the ~~Lock~~following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180-~~up Shares~~DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. ~~Nothing in~~ SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES." The parties have caused this ~~Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant~~ Agreement to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any be duly executed and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved delivered by ~~the Board or a~~ their proper and duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which officers as of the date ~~hereof is~~ and year first written above. a Delaware corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer December 13, 2010 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ $100,000.00 April 11, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $25,000 April 15, 2011 PENSCO Trust Company Custodian $35,000 FBO ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ April 27, 2011 ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ $50,000 April 22, 2011 ▇▇▇▇▇▇ ▇▇▇▇▇ $10,000 $____________________ _________________, __________________ FOR VALUE RECEIVED, Amarantus Therapeutics, Inc., a Delaware corporation (the ~~NYSE~~"Company") promises to pay to __________________________ (the "Investor"), ~~for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing~~or its registered assigns, ~~exceeds (i) $12.00 per share, then each~~ in lawful money of the ~~NET Power Holders~~United States of America the principal sum of _________________________________________________________ ($________________._____), or such lesser amount as shall equal the outstanding principal amount hereof, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after simple interest from the date of ~~Closing, exceeds $12.00~~ this Convertible Promissory Note (the "Note") on the unpaid principal balance at a rate equal to 5.00% per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it annum. This Note is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any one of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified "Notes" issued pursuant to the ~~immediately preceding sentence~~Convertible Promissory Note Agreement dated April 22, 2011 (as amended, modified or supplemented, the ~~Company~~ "Convertible Promissory Note Agreement"). Outstanding principal and accrued interest shall ~~notify each NET Power Holder within two (2) business days~~ be due and payable on demand by a Majority in Interest of the ~~occurrence of such amendment or modification.~~ Investors made after Apri1 22, 2013 (~~g) For~~ the ~~avoidance of doubt, this Section 7~~ "Maturity Date"). Capitalized terms not otherwise defined herein shall ~~in no way limit any restrictions on or requirements relating to~~ have the ~~Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise~~ meaning set forth in ~~this Agreement or~~ the ~~governing documents~~ Convertible Promissory Note Agreement. The following is a statement of the ~~Company and OpCo as~~ rights of the ~~date hereof.~~Investor and the conditions to which this Note is subject, and to which the Investor, by the acceptance of this Note, agrees:

Appears in 3 contracts

Sources: Convertible Promissory Note Agreement (Amarantus BioSciences, Inc.), Convertible Promissory Note Agreement (Amarantus BioSciences, Inc.), Convertible Promissory Note Agreement (Jumpkicks, Inc.)

Lock-Up. Purchaser shall not, without the prior written consent of the managing underwriter, sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, the Shares (~~a) Subject to Sections 7(b) and 7(c~~the “Restricted Securities”), ~~each NET Power Holder agrees with~~ during the 180-day period following the date of the final prospectus relating to the Company’s Initial Public Offering (or such longer period, not to exceed 34 days after the expiration of the 180-day period, as the underwriters or the Company ~~that it, he~~ shall request in order to facilitate compliance with NASD Rule 2711 or ~~she shall not Transfer~~ NYSE Member Rule 472 or any ~~Lock-up Shares of such NET Power Holder (if any and to the extent applicable~~successor or similar rule or regulation) ~~until the end of the applicable Lock-up Period~~ (the “Lock-upUp Period”). ~~For~~ Purchaser agrees to execute and deliver such agreements as may be reasonably requested by the ~~avoidance of doubt~~Company or the managing underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the ~~Lock~~Company may impose stop-up transfer instructions with respect to Purchaser’s Restricted Securities until the end of such period. The underwriters of the Company’s stock are intended third-party beneficiaries of this Section 4(d) and shall have the right, power and authority to enforce the provisions hereof as CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. though they were a party hereto. The foregoing provisions of this Section 4(d) shall apply only to the Initial Public Offering, shall not apply to the sale of any ~~Company Interests~~shares to an underwriter pursuant to an underwriting agreement, ~~warrants or other securities of~~ and shall be applicable to the Purchaser only if all officers and directors are subject to the same restrictions and the Company obtains a similar agreement from all stockholders individually owning more than five percent (~~whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise~~5%) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s ~~Stockholders having the right to exchange their shares of~~ outstanding Common Stock ~~(including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities~~ on a fully diluted basis. Any discretionary waiver or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any termination of the restrictions ~~on Transfer under this Section 7~~ of any or ~~under~~ all of such agreements by the ~~Sponsor Letter Agreement, as applicable, then~~ Company or the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares underwriters shall apply pro rata to all stockholders subject to such ~~release; and (ii) if any Price-Based Lock-up Shares~~ agreements, based on the number of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationagreements. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 3 contracts

Sources: License Agreement (Neon Therapeutics, Inc.), License Agreement (Neon Therapeutics, Inc.), License Agreement (Neon Therapeutics, Inc.)

Lock-Up. The Company will not, without the prior written consent of the Representative and the Underwriters, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, hedge or otherwise dispose of (aor enter into any swap, transaction or other agreement that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) ~~Subject to Sections 7(b) and 7(c), each NET Power Holder agrees~~ by the Company or any affiliate of the Company or any person in privity with the Company ~~that it~~or any affiliate of the Company), he directly or ~~she shall not Transfer any Lock-up Shares~~ indirectly, including the filing (or participation in the filing) of ~~such NET Power Holder (if any and~~ a registration statement with the Commission in respect of, 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 with respect to the ~~extent applicable~~Securities (other than as contemplated hereunder), any other Units, ordinary shares, warrants or any securities convertible into, or exercisable, or exchangeable for, ordinary shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) ~~until~~ issue and sell the ~~end~~ Placement Units (including the Subunits and Warrants thereunder), and the Working Capital Warrants and any Class A Ordinary Shares underlying the Placement Units (including the Subunits and Warrants thereunder) and the Working Capital Warrants, (2) issue and sell the Option Units on exercise of the ~~applicable Lock-up Period~~ option provided for in Section 1.2, (3) issue shares or any securities convertible into, or exchangeable for, Class A Ordinary Shares in connection with the ~~“Lock-up”). For~~ initial Business Combination and (4) register with the ~~avoidance~~ Commission pursuant to the Registration Rights Agreement in accordance with the terms of ~~doubt~~the Registration Rights Agreement the resale of the Founder Shares, the ~~Lock-up~~ Representative’s Shares, the Placement Units (including the Subunits and Warrants thereunder), the Working Capital Warrants and the Ordinary Shares underlying the Placement Units (including the Subunits and Warrants thereunder) and the Working Capital Warrants; provided that the foregoing restrictions shall not apply to the forfeiture of any ~~Company Interests, warrants~~ Founder Shares pursuant to their terms or ~~other securities~~ any transfer of Founder Shares to a future independent director of the Company (~~whether acquired in~~ as long as such future independent director is subject to the ~~open market, directly from~~ terms of the ~~Company, upon exercise of any warrants or otherwise) other than~~ Insider Letter with respect to such Founder Shares at the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares time of such ~~NET Power Holder (if any~~ transfer; and as long as, to the extent ~~applicable) during~~ any Section 16 of the ~~Lock-up Period (i) to any~~ Exchange Act reporting obligation is triggered as a result of such ~~NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation~~transfer, ~~merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all~~ any related Section 16 of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) Exchange Act filing includes a practical explanation of the ~~Charter shall not be deemed a Transfer for purposes of this Section 7~~transfer). (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 3 contracts

Sources: Underwriting Agreement (Global SPAC Partners Co,), Underwriting Agreement (Global SPAC Partners Co,), Underwriting Agreement (Global SPAC Partners Co,)

Lock-Up. (a) ~~Subject~~ Other than pursuant to ~~Sections 7(b) and 7(c~~the LLC Agreement, no Special Holder (including any Founder Holder), ~~each NET Power Holder agrees with the Company that it~~other Equityholder or CCNB1 Independent Director shall Transfer, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise make a public announcement of any ~~warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment~~ intention to effect such Transfer, of ~~a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of~~ any Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as ~~adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions~~defined below) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned or otherwise held by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) Person during the Lock-Up Period ~~without restriction under this~~ (as defined below); provided, that such prohibition shall not apply to Transfers permitted pursuant to Section 75.2. The “Lock-Up Period” shall be the period commencing on the Closing Date and ending on the date that is six (6) months following the Closing Date. The “Lock-Up Shares” means (i) the Class A Common Stock, Class B Common Stock, Class V Common Stock, Common Units and Restricted Common Units held by the Special Holders, the Equityholders or the CCNB1 Independent Directors as of the Closing Date, and (ii) ~~$14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third~~ shares of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein Class A Common Stock issued pursuant to the ~~contrary, if, following the Closing, the trading share price on the principal~~ LLC Agreement upon exchange ~~on which such securities are then listed or quoted, which~~ of Company Units held as of the ~~date hereof is the NYSE~~Closing Date, along with an equal number of Class V Common Stock, for Class A Common Stock; provided however that (w) any ~~20 trading days within~~ Equity Securities purchased by NBOKS or any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. Founder Holder (for Affiliate thereof) ~~Notwithstanding anything in this Agreement~~ pursuant to the ~~contrary, it is understood and agreed that~~Forward Purchase Agreement or any other forward purchase agreement entered into with PubCo in connection with PubCo’s initial public offering, (ix) if any ~~Time-Based Lock-up Shares~~ Equity Securities purchased by NBOKS or any Affiliate of NBOKS in connection with that certain Backstop Agreement, by and between PubCo and NBOKS, dated as of October 14, 2020; (y) any ~~NET Power Holder or Lock-up Shares~~ Equity Securities issued pursuant to any Subscription Agreement (as defined in the ~~Sponsor Letter Agreement~~BCA) entered into with PubCo in connection with the entry into the BCA (including any such agreement entered into by CC Capital or any of its Affiliates) and (z) any warrants to purchase Class A Common Stock or any Class A Common Stock underlying such warrants, shall not be “~~Sponsor Time-Based~~ Lock-up Up Shares~~”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer~~ ” under this ~~Section 7 or under the Sponsor Letter~~ Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Investor Rights Agreement (E2open Parent Holdings, Inc.), Business Combination Agreement (CC Neuberger Principal Holdings I)

Lock-Up. ~~(a) Subject to Sections 7(b) and 7(c)~~The Company hereby agrees that, ~~each NET Power Holder agrees with~~ without the ~~Company that it~~prior written consent of the Placement Agent, ~~he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to~~ it will not, during the ~~extent applicable)~~ period from the date hereof until the ~~end~~ date that is twelve (12) months after the date of the ~~applicable Lock-up Period~~ Final Prospectus (the “Lock-upUp Period”)~~. For the avoidance of doubt~~, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of ~~such NET Power Holder’s Permitted Transferees~~Common Stock or any Common Stock Equivalents; or (ii) ~~in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof~~ enter into any swap or other ~~similar transaction which results~~ arrangement that transfers to another, in ~~all~~ whole or in part, any of the ~~Company’s Stockholders having~~ economic consequences of ownership of the ~~right~~ Common Stock, whether any such transaction described in clause (i) or (ii) above is to ~~exchange their~~ be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any Common Stock Equivalents (~~including~~ other than a registration statement for Common Stock and/or Common Stock Equivalents of the Company that will not be declared effective by the Commission prior to the expiration of the Lock-Up Period (each, a “Subsequent Offering Registration Statement”, and any ~~Company Interests exchangeable for shares~~ such offering pursuant thereto, each, a “Subsequent Offering”)). The restrictions contained in the preceding sentence shall not apply to (1) the Shares to be sold hereunder, (2) the issuance of Common Stock ~~in connection therewith) for cash, securities~~ upon the exercise of options or ~~other property subsequent to~~ warrants or the ~~Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement~~ conversion or exercise of ~~shares of Class B~~ Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (Equivalents disclosed as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, outstanding in the ~~aggregate as~~ Registration Statement (excluding exhibits thereto) or Prospectus, (3) the issuance of ~~immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for~~ employee stock ~~splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”)~~ options not exercisable during the Lock-Up Period ~~without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up~~ and the grant of restricted stock awards or restricted stock units or shares of Common Stock pursuant to ~~an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares~~ equity incentive plans described in the ~~foregoing clause~~ Registration Statement (iexcluding exhibits thereto) or the Final Prospectus or (~~i.e., up~~ 4) any Subsequent Offering of shares of Common Stock and/or Common Stock Equivalents that is consummated pursuant to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months a Subsequent Offering Registration Statement after the ~~date~~ expiration of ~~Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during~~ the Lock-~~up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement~~ Up Period. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the ~~contrary, it is understood and agreed that, (i) if any Time-Based~~ expiration of the Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner Up Period except with respect to ~~the Sponsor Time-Based Lock-up Shares~~ any employees, officers or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer directors of the Company ~~Interests Beneficially Owned~~ that have executed a Lock-Up Agreement. As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereoflaw to remain closed.

Appears in 2 contracts

Sources: Placement Agent Agreement (Inmune Bio, Inc.), Placement Agent Agreement (Inmune Bio, Inc.)

Lock-Up. ~~(a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with~~ If the Company ~~that it, he or she~~ at any time shall ~~not Transfer any Lock-up Shares~~ register shares of ~~such NET Power Holder (if any and~~ Common Stock under the Securities Act for sale to the ~~extent applicable) until~~ public in an underwritten offering and if requested by the ~~end~~ lead managing underwriter, Avenue agrees not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose of, any capital stock of the ~~applicable Lock-~~Company without the prior written consent of the lead managing underwriter, during a period of not more than ninety (90) days (or up ~~Period~~ to one hundred eighty (180) days if requested by the lead managing underwriter in connection with a Qualified Public Offering) commencing on the effective date of the Registration Statement (the “Lock-upUp Period”)~~. For the avoidance~~ ; provided, however, that, if any holders of ~~doubt, the Lock-up~~ Registrable Securities shall ~~not apply~~ be subject to ~~any Company Interests, warrants~~ a shorter period or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant receives more advantageous terms relating to ~~Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during~~ the Lock-Up Period~~. (b) Notwithstanding the provisions set forth in Section 7(a)~~, ~~any NET Power Holder or its Permitted Transferees may Transfer~~ then the Lock-~~up Shares of~~ Up Period shall be such ~~NET Power Holder (if any~~ shorter period and also on such more advantageous terms and Avenue shall be released from its obligations under this clause to the extent ~~applicable) during~~ any other holder of Registrable Securities is released. Notwithstanding the ~~Lock-up Period (i)~~ foregoing, Avenue shall be entitled to transfer any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (i) as ~~adjusted for stock splits~~a bona fide gift or gifts, ~~stock dividends~~provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, ~~reorganizations~~(ii) to Affiliates of Avenue where such Affiliates agree to be bound in writing by the restrictions set forth herein, ~~recapitalizations~~ (iii) with the prior written consent of the Company, (iv) to a nominee or custodian of a Person to whom a disposition or transfer would be permitted hereunder, provided that such nominee or custodian agrees to be bound in writing by the restrictions set forth herein, (v) following the consummation of a Qualified Public Offering, in transactions relating to shares of Common Stock or other securities acquired in open market transactions, or (vi) to any wholly-owned subsidiary or any stockholders, partners, members or similar persons of Avenue, provided that such Person agrees to be bound in writing by the restrictions set forth herein; provided that, in the case of this clause (i), (iv), (v) and ~~similar transactions)~~ (vi), such transfers do not give rise to a requirement to disclose in any public report or filing with the SEC and Avenue does not otherwise voluntarily effect any public filing or report regarding such transfers (collectively, the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-~~up Shares during~~ Up Exceptions”). In addition, if requested by the ~~Lock~~lead managing underwriter, in connection with a public offering, Avenue shall enter into a customary lock-up ~~Period without restriction under this Section 7~~ agreement with the lead managing underwriter. If the Company notifies Avenue of its intention to consummate a Qualified Public Offering, on its own behalf or in connection with an ~~amount up~~ exercise by any Person possessing demand rights pursuant to ~~one-third~~ another agreement in which the Company has granted demand rights, Avenue agrees that it shall not sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose, any shares of ~~the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees~~Class A Common Stock (except, in each case, in as part of the ~~aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares~~Qualified Public Offering, ~~as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”~~if permitted) during the period beginning on the delivery or receipt of such notice until the expiration of the Lock-Up ~~Period without restriction under this Section 7~~Period, ~~(ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up~~ subject to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-~~up Period without restriction under this Section 7~~Up Exceptions. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Investor Securityholders Agreement (Realogy Corp), Support Agreement (Realogy Corp)

Lock-Up. (ai) ~~Subject to Sections 7(b) and 7(c)~~For purposes of this Agreement, each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-upUp Period” is the period commencing on the date hereof and continuing ninety (90) days thereafter. (ii) During the Lock-Up Period, no Holder shall enter into any sales transaction (including registered dispositions pursuant to Section 1 hereof) with respect to, or otherwise transfer, any Common Equity or any options or warrants to purchase any Common Equity or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive Common Equity, whether now owned or hereinafter acquired, owned directly by such Holder (including securities held as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC, (collectively, the “Restricted Shares”); provided, that Restricted Shares shall not include any Common Equity obtained by a Holder through an open market transaction or private purchase, other than pursuant to any hedging transactions precluded by the following sentence. The foregoing restriction is expressly agreed to preclude each Holder from engaging in any hedging or other transaction which is designed to or which reasonably would be expected to lead to or result in a sale or disposition of the Restricted Shares even if such Restricted Shares 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 Shares 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 Shares. (iii) Notwithstanding anything to the contrary set forth herein, a Holder may engage in a transfer with respect to Restricted Shares during the Lock-Up Period pursuant to any of clauses (1) through (5) below: (1) as a bona fide gift or gifts (subject to the provisions of the last sentence of this Section 7(b)); (2) to any trust or entity wholly owned by one or more trusts for the direct or indirect benefit of:(A) the Holder’s stockholders, partners, members or beneficiaries, and/or (B) the Holder and/or any member of the Holder’s Family Group(subject to the provisions of the last sentence of this Section 7(b)(iii)); (3) in connection with a sale of the Company. It shall be a condition to any transfer of Restricted Shares pursuant to clauses (1) or (2) that the transferee execute and deliver a Joinder to this Agreement. For the avoidance of doubt, any such transferee so executing and delivering a Joinder shall thereupon be deemed a Holder and shall have all the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment benefits and obligations of a ~~trading plan pursuant to Rule 10b5-1 promulgated~~ Holder under this Agreement, including the ~~Exchange Act,~~ registration rights provided ~~that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period~~in Section 1. (biv) ~~Notwithstanding~~ Each Holder hereby represents and warrants that it now has, and for the ~~provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares~~ duration of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period ~~without restriction under this Section 7~~will have, ~~(ii) $14.00 per share~~good and marketable title to its Restricted Shares, ~~then each NET Power Holder~~free and clear of all liens, ~~together~~ encumbrances, and claims that could impact the ability of such stockholder to comply with ~~its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in~~ the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7restrictions. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Registration Rights Agreement (Adamas One Corp.), Registration Rights Agreement (Intrinsic Medicine, Inc.)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with~~ From the ~~Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable)~~ Effective Time until the ~~end~~ day immediately following the six month anniversary of the ~~applicable Lock-up Period~~ Closing Date (the “Lock-upUp Period”), each Shareholder shall not, and, with respect to the shares of Parent Common Stock issued to Value pursuant to the Merger Agreement, each of JM and Sr. ~~For~~ shall cause Value not to (i) Transfer, directly or indirectly, any of the ~~avoidance~~ shares of ~~doubt~~Parent Common Stock issued to such Shareholder pursuant to the Merger Agreement (all such shares, the ~~Lock~~“Locked-~~up shall not apply to~~ Up Shares”) or (ii) enter into any ~~Company Interests, warrants~~ swap or other ~~securities~~ arrangement that transfers to another, in whole or in part, any of the ~~Company (whether acquired in the open market, directly from the Company, upon exercise~~ economic consequences of ownership of any ~~warrants or otherwise) other than~~ of the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of LockLocked-Up ~~Shares~~ Shares, except, in each case, that (A) following the one month anniversary of the Closing Date and during the remaining portion of the Lock-Up Period, the Shareholders may Transfer, in the aggregate, up to twenty-five percent (25%) of the Locked-Up Shares, (B) each Shareholder may Transfer Shares to a Permitted Transferee and (C) JM may pledge, as security for a margin loan, any Locked-Up Shares held of record by JM (it being understood that no other Shareholder Party shall pledge any shares of Parent Common Stock beneficially owned by such Shareholder Party); provided that as a condition to such Transfer under clause (B), such Permitted Transferee shall be required to execute a joinder to this Agreement; provided, further, that such Transferring Shareholder shall remain jointly and severally liable for any breaches by any such Permitted Transferee of the terms hereof. (b) ~~Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder~~ Each stock certificate or ~~its Permitted Transferees may Transfer the Lock~~book-~~up Shares~~ entry notation evidencing Value’s ownership of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Parent Common Stock ~~(including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash~~must bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR THIS BOOK-ENTRY NOTATION ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AND SUPPORT AGREEMENT, ~~securities or other property subsequent to the Closing Date~~DATED AS OF AUGUST 9, 2019, BY AND AMONG THE OWNER OF SUCH SECURITIES, OCEANFIRST FINANCIAL CORP. AND CERTAIN OTHER PARTIES THERETO AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.” (c) ~~Notwithstanding~~ Each Shareholder hereby agrees and consents to the ~~provisions set forth in Section 7(a),~~ entry of stop transfer instructions with Parent’s transfer agent and registrar against the ~~retirement of shares of Class B Common Stock pursuant to Section 4.3(b)~~ transfer of the ~~Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price~~Locked-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Up Shares ~~during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned~~ held by such ~~NET Power Holder and its Permitted Transferees,~~ Shareholder except in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under compliance with this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7Agreement. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Voting and Support Agreement (Oceanfirst Financial Corp), Voting and Support Agreement

Lock-Up. (ai) ~~Subject~~ This Section 4 (e) Lock-Up shall apply only to ~~Sections 7(b)~~ the New Common Shares under this Agreement, and ~~7(c), each NET Power Holder agrees with the Company that it, he or she~~ shall not ~~Transfer any Lock-up Shares of such NET Power Holder~~ affect prior agreements between the Parties. (~~if any~~ ii) The Buyer (and to the extent ~~applicable~~any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(e)(iv), the Permitted Transferee) ~~until the end~~ shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the ~~applicable Lock-up Period~~ Securities purchased hereunder or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such securities (any of the foregoing, a “Transfer”) without the prior written consent of the Company for a period of two (2) years from the Closing Date (the “Lock-upUp Period”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that nothing herein shall restrict the Buyer from pledging any of the Securities purchased hereunder with the Permitted Transferee and the rights of the Buyer under this Agreement shall not be affected by such ~~plan does not provide for~~ pledge. (iii) The Buyer (and, to the ~~Transfer~~ extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of ~~Lock-Up Shares during~~ Section 4(e)(iv), the Permitted Transferee) shall refrain at all times (including with respect to time periods after the expiration of the Lock-Up Period. ) from selling the New Common Shares to any person or entity that is a Competitor (as defined below) of the Company or a member of the Competitor’s Group (as defined below), except in a genuine open market sale where the identity of the purchaser of the Common Shares is not known to, and cannot reasonably be determined by, the Buyer or its agent effecting such sale and provided that the number of Common Shares that the Buyer is permitted to sell in the open market shall not exceed 1% of the issued share capital of the Company at the relevant time during any 30-day period. For the purpose of this Section 4(e), “Competitor” means (a) the leading ten (10) companies in the area of pure foundry or semiconductor, respectively, in terms of annual global revenues according to the most recent data of Gartner and/or iSuppli as at the Closing Date, or (b) ~~Notwithstanding~~ the ~~provisions set forth~~ leading ten (10) semiconductor manufacturing companies in ~~Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer~~ the ~~Lock-up Shares of such NET Power Holder (if any and~~ PRC according to the ~~extent applicable) during~~ most recent data of the ~~Lock-up Period (i) to any~~ Ministry of ~~such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by~~ Industry and Information Technology of the ~~Board or a duly authorized committee thereof~~ PRC or other ~~similar transaction which results in all of~~ institutions under its supervision (such as but not limited to the ~~Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith~~China Semiconductor Industry Association) ~~for cash, securities or other property subsequent to~~ as at the Closing Date~~. (c) Notwithstanding~~ . “Competitor’s Group” means the ~~provisions set forth in Section 7(a)~~Competitor, ~~the retirement of shares of Class B Common Stock pursuant to Section 4.3(b)~~ its subsidiaries and holding company, and any subsidiaries of the ~~Charter shall not be deemed a Transfer for purposes of this Section 7~~Competitor’s holding company. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Share Purchase Agreement (Semiconductor Manufacturing International Corp), Share Purchase Agreement (Datang Telecom Technology & Industry Holdings LTD)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power~~ Holder ~~agrees with the Company that it, he or she~~ shall not ~~Transfer~~ Transfer, or make a public announcement of any intention to effect a Transfer, of any Lock-~~up Shares of such NET Power~~ Up Securities Beneficially Owned or otherwise held by the Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. Such prohibition shall not apply to Transfers permitted pursuant to Section 1.2. (b) ~~Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer~~ During the Lock-~~up Shares~~ Up Period, any purported Transfer of ~~such NET Power Holder (if any and to the extent applicable) during the~~ Lock-~~up Period (i)~~ Up Securities other than in accordance with this Agreement shall be null and void, and Company shall refuse to recognize any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including Transfer for any ~~Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date~~purpose. (c) ~~Notwithstanding~~ The Holder acknowledges and agrees that, notwithstanding anything to the ~~provisions set forth in Section 7(a)~~contrary herein, the ~~retirement~~ Company Capital Stock and the Equity Interests in the Company, as the case may be, Beneficially Owned by the Holder, shall remain subject to any restrictions on Transfer under applicable securities Laws of ~~shares of Class B Common Stock pursuant to Section 4.3(b)~~ any Governmental Entity, including all applicable holding periods under the Securities Act and other rules of the ~~Charter shall not be deemed a Transfer for purposes of this Section 7~~SEC. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during During the Lock-Up ~~Period without restriction under this Section~~ Period, each certificate or book-entry position evidencing any Lock-Up Securities shall be marked with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF MARCH 7, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE HOLDER OF THE SECURITIES (~~ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one~~OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH LOCK-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, ~~this Section 7~~ each Holder shall ~~in no way limit any restrictions on or requirements relating~~ retain all of its rights as a stockholder of Company with respect to the ~~Transfer~~ Lock-Up Securities during the Lock-Up Period, including the right to vote any Lock-Up Securities that are entitled to vote. Company agrees to (i) instruct its transfer agent to remove the legend in clause (d) immediately above upon the expiration of the ~~Company Interests Beneficially Owned~~ Lock-Up Period and (ii) if requested by the ~~NET Power Holders and their respective Permitted Transferees~~ transfer agent, cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under ~~applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof~~subclause (i).

Appears in 2 contracts

Sources: Lock Up Agreement (Binah Capital Group, Inc.), Lock Up Agreement (Binah Capital Group, Inc.)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power~~ The Holder hereby agrees ~~with the Company~~ that ~~it, he or she shall~~ they will not Transfer ~~any~~ the Lock-up Up Shares ~~of such NET Power~~ held by the Holder ~~(if any and to the extent applicable) until the end~~ as of the ~~applicable Lock-up Period~~ Effective Date, from the period beginning on the Effective Date and ending on, and including, the date that is six months following the Effective Date (the “Lock-upUp Term”). ~~For~~ The transfer restrictions set forth in this Agreement shall cease to apply commencing on the ~~avoidance~~ first calendar day immediately following the last day of ~~doubt,~~ the Lock-~~up shall not apply~~ Up Term. (b) Notwithstanding the foregoing restrictions on Transfer set forth in Section 2(a), the Holder may: (i) Transfer Lock-Up Shares to any ~~Company Interests~~Permitted Transferee; (ii) exercise any options, restricted stock units, warrants or other derivative securities of the ~~Company (whether acquired in the open market, directly from the~~ Company, ~~upon exercise of~~ provided that the Holder shall otherwise comply with any ~~warrants or otherwise~~restrictions on Transfer applicable to the Shares underlying such securities; and (iii) ~~other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of~~ establish a trading plan pursuant to Rule 10b5-1 ~~promulgated~~ under the Exchange ~~Act,~~ Act during the Lock-Up Term for the Transfer of Shares (a “10b5-1 Plan”); provided that such plan ~~does not provide~~ parameters comply with the restrictions contained in Section 2(a) hereof during the Lock-Up Term; and (iv) Transfer Lock-Up Shares to the Company; provided, however, that in the case of any Transfer or distribution pursuant to Section 2(b)(i), (x) in each case such Permitted Transferee must enter into a written agreement agreeing to be bound by this Agreement, including the restrictions on Transfer set forth in Section 2(a), and (y) such Permitted Transferee (other than a Permitted Transferee as defined in clause (ii) or (iii) thereof) agrees to promptly Transfer such Lock-Up Shares back to the Holder if such Permitted Transferee ceases to be a Permitted Transferee for any reason prior to the end of the Lock-Up Term. (c) Notwithstanding anything to the contrary, the restrictions on Transfer set forth in Section 2(a) shall automatically terminate upon consummation of a Change of Control. (d) The Holder acknowledges and agrees that any purported Transfer of Lock-Up Shares ~~during the Lock-Up Period. (b) Notwithstanding the provisions set forth~~ in ~~Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares~~ violation of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be ~~deemed amended or modified to give effect to~~null and void ab initio, ~~such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence,~~ and the Company shall ~~notify each NET Power~~ not be required to register any such purported Transfer. If the Holder ~~within two (2) business days~~ effects or attempts to so effect a Transfer in violation of this Agreement, the ~~occurrence~~ Holder will be deemed to have committed a material breach of ~~such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating~~ their obligations to the ~~Transfer of the~~ Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereofhereunder.

Appears in 2 contracts

Sources: Lock Up and Voting Agreement (Hut 8 Corp.), Lock Up and Voting Agreement (Hut 8 Corp.)

Lock-Up. (a) ~~Subject to Sections 7(b)~~ The Sponsor and ~~7(c),~~ each ~~NET Power Holder~~ Insider agrees ~~with the Company~~ that it, he or she shall not Transfer any ~~Lock-up~~ Founder Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ until the ~~end~~ earlier of (A) one year after the completion of the ~~applicable Lock-up Period~~ Business Combination and (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwiseB) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the ~~Closing Date.~~ Business Combination, (cx) ~~Notwithstanding~~ if the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale closing price of ~~the~~ Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed equals or ~~quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing,~~ exceeds ~~(i)~~ $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing share (~~the aggregate Price-Based Lock-up Shares,~~ as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like~~, the “NET Power Holders Price-Based Shares”~~) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any ~~30 consecutive trading~~30-trading day period commencing at least ~~six months~~ 150 days after the Business Combination or (y) the date on which Pubco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of ~~Closing~~Pubco’s stockholders having the right to exchange their shares of Class A Common Stock for cash, ~~exceeds $12.00 per share, then~~ securities or other property (the ~~NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based~~ “Founder Shares Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up SharesPeriod”~~) of any Sponsor Party (as defined in the Sponsor Letter Agreement~~), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, ~~this Section 7~~ the Private Placement Securities (and any shares of Class A Common Stock or any other securities issued or issuable upon the exercise of the Private Placement Securities) or any shares of Class A Common Stock purchased in connection with the Equity Financing (as such term is defined in the Business Combination Agreement) shall ~~in no way limit any restrictions on or requirements relating~~ be subject to the provisions of Section 3(b) below and shall not be subject to the Founder Shares Lock-up Period. (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Securities (or any securities underlying the Private Placement Securities, including the shares of Common Stock and Private Placement Warrants included in the Private Placement Units and the shares of Common Stock issued or issuable upon the exercise of the ~~Company Interests Beneficially Owned by~~ Private Placement Warrants), until 30 days after the ~~NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise~~ completion of a Business Combination (the “Private Placement Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in paragraphs 3(a) and 3(b), Transfers of the Founder Shares, Private Placement Securities, component securities of Private Placement Securities and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 3(c)), are permitted in the following circumstances: (i) to Vistas’ officers or directors, any affiliate or family member of any of Vistas’ officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private transfers or transfers made in connection with any contingent forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vii) in the event of Pubco’s liquidation, merger, capital stock exchange or other similar transaction which results in all of Pubco’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the completion of the Business Combination; provided, however, that in the case of clauses (i) through (v), these permitted transferees must enter into a written agreement with Vistas or Pubco, as applicable, agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement or (including provisions relating to voting, the ~~governing documents of the Company~~ Trust Account and ~~OpCo as of the date hereof~~liquidating distributions).

Appears in 2 contracts

Sources: Sponsor Agreement (Anghami Inc), Sponsor Agreement (Vistas Media Acquisition Co Inc.)

Lock-Up. (a) ~~Subject to Sections 7(b)~~ The Sponsor and ~~7(c),~~ each ~~NET Power Holder~~ Insider agrees ~~with the Company~~ that it, he or she shall not Transfer any ~~Lock-up~~ Founder Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ until the ~~end~~ earlier of (A) one year after the completion of the ~~applicable Lock-up Period~~ Business Combination and (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwiseB) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the ~~Closing Date.~~ Business Combination, (cx) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, if the last sale price of ~~the~~ Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed equals or ~~quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing,~~ exceeds ~~(i)~~ $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing share (~~the aggregate Price-Based Lock-up Shares,~~ as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like~~, the “NET Power Holders Price-Based Shares”~~) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any ~~30 consecutive trading~~30-trading day period commencing at least ~~six months~~ 150 days after the Business Combination or (y) the date on which Newco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of ~~Closing~~Newco’s stockholders having the right to exchange their shares of Class A Common Stock for cash, ~~exceeds $12.00 per share~~securities or other property (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, ~~then~~ he or she shall not Transfer any Private Placement Warrants (or any shares of Class A Common Stock issued or issuable upon the ~~NET Power Holders~~exercise of the Private Placement Warrants), until 30 days after the completion of the Business Combination (the “Private Placement Warrants Lock-up Period” and, together with ~~their Permitted Transferees~~the Founder Shares Lock-up Period, ~~may Transfer~~ the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in paragraphs 3(a) and 3(b), Transfers of the Founder Shares, Private Placement Warrants and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants, in each case, that are held by the Sponsor, any Insider or any of their ~~Time-Based Lock-up Shares during the Lock-up Period without restriction under~~ permitted transferees (that have complied with this ~~Section 7. (f) Notwithstanding anything in this Agreement to the contrary~~paragraph 3(c)), ~~it is understood and agreed that,~~ are permitted (i) if to SPAC’s officers or directors, any ~~Time-Based Lock-up Shares~~ affiliate or family member of any ~~NET Power Holder~~ of SPAC’s officers or ~~Lock-up Shares~~ directors or any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (~~as defined~~ ii) in the ~~Sponsor Letter Agreement~~case of an individual, ~~“Sponsor Time-Based Lock-up Shares”~~by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) ~~of any Sponsor Party (as defined~~ in the ~~Sponsor Letter Agreement~~case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private transfers or transfers made in connection with any contingent forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (vii) in the event of Newco’s liquidation, merger, capital stock exchange or other similar transaction which results in all of Newco’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the completion of the Business Combination; provided, however, that in the case of clauses (i) through (v), ~~are directly~~ these permitted transferees must enter into a written agreement with SPAC or ~~indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement~~Newco, as applicable, ~~then~~ agreeing to be bound by the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, transfer restrictions herein and ~~at the same time or times, as~~ the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth contained in this Agreement or (including provisions relating to voting, the ~~governing documents of the Company~~ Trust Account and ~~OpCo as of the date hereof~~liquidating distributions).

Appears in 2 contracts

Sources: Merger Agreement (FAST Acquisition Corp.), Sponsor Agreement (FAST Acquisition Corp.)

Lock-Up. 2.5.1 Each (a) ~~Subject~~ Key Holder that holds at least 3% of the capital stock of the Company immediately following the Closing Date, (b) Key Holder that becomes a holder of at least 3% of the capital stock of the Company at any point during the applicable Lock-up Period, (c) AMCI Holder, and (d) Permitted Transferee of any Holder specified in (a) through (c) agrees not to ~~Sections 7(b)~~ Transfer, in whole or in part, the Registrable Securities, whether any such transaction is to be settled by delivery of Registrable Securities or other securities, in cash or otherwise, during the Lock-up Period applicable to such Holder; provided, however, that the foregoing restrictions shall not apply to any PIPE Shares purchased by a Holder pursuant to a Subscription Agreement. Notwithstanding the foregoing, during the applicable Lock-up Period, a Holder may Transfer its Registrable Securities to any of its Permitted Transferees; provided that such Permitted Transferee shall enter into a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the original Holder and ~~7(c~~not to the immediate family of the transferee), ~~each NET Power~~ agreeing to be bound by these Transfer restrictions. 2.5.2 Each Holder ~~agrees with~~ shall execute such agreements as may be reasonably requested by the Company that itare consistent with Section 2.5.1 or that are necessary to give further effect thereto. 2.5.3 If any Transfer prohibited by Section 2.5.1 is made or attempted contrary to the provisions of this Agreement, ~~he or she~~ such purported Transfer shall ~~not Transfer~~ be null and void ab initio, and the Company shall refuse to recognize any ~~Lock~~such purported transferee of the Registrable Securities as one of its equity holders for any purpose. In order to enforce this Section 2.5.3, the Company may impose stop-~~up Shares~~ transfer instructions with respect to the Registrable Securities of ~~such NET Power~~ any Holder (~~if any~~ and ~~to the extent applicable~~its permitted assigns, including Permitted Transferees) until the end of the applicable Lock-up ~~Period (the “Lock-up”).~~ Period. 2.5.4 For the avoidance of doubt, ~~the Lock-up~~ each Holder shall ~~not apply to any Company Interests, warrants or other securities~~ retain all of its rights as a stockholder of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and with respect to the ~~extent applicable)~~ Registrable Securities during the Lock-up Period ~~(i)~~ applicable to ~~any of~~ such ~~NET Power~~ Holder~~’s Permitted Transferees; or (ii) in connection with a liquidation~~, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having including the right to ~~exchange their shares of Common Stock (including~~ vote any ~~Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent~~ Registrable Securities that are entitled to ~~the Closing Date~~vote. ~~(c) Notwithstanding the~~ 2.5.5 The lock-up provisions ~~set forth~~ in Section 7(a~~), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b~~) of the ~~Charter~~ Letter Agreement shall ~~not~~ terminate and be ~~deemed a Transfer for purposes~~ of no further force or effect upon the effectiveness of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSEAgreement; provided, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, ~~this~~ that the lock-up provisions in Section ~~7 shall in no way limit any restrictions on or requirements relating to the Transfer~~ 7(b) of the ~~Company Interests Beneficially Owned by the NET Power Holders and~~ Letter Agreement shall continue to apply in accordance with their ~~respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof~~own terms.

Appears in 2 contracts

Sources: Registration Rights Agreement (AMCI Acquisition Corp. II), Registration Rights Agreement (AMCI Acquisition Corp. II)

Lock-Up. (a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during During the Lock-Up Period (as defined below), the ------- Stockholders agree that they will not, without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess the prior written consent of the ~~NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e.~~Parent, up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed directly or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed thatindirectly, (i) if offer, pledge, sell, sell short, contract to sell, sell any ~~Time-Based~~ option or contract to purchase, purchase any option or contract to sell, grant any option, right to warrant for the sale of, or otherwise dispose of or transfer any shares of Reorganization Common Stock or any shares of the Parent Common Stock issuable upon exercise of Parent Options (as defined in Section 1.6 below) (all of the foregoing shares being, collectively, the "Lock-~~up Shares of~~ Up Shares"), or file any ~~NET Power Holder or~~ registration statement under the Securities Act, -------------- with respect to any Lock-up Up Shares, or (ii) enter into any swap or any other agreement or hedging arrangement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Lock- Up Shares, whether any such swap or transaction is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise provided, however, that, other than with respect to shares of Parent Common Stock constituting any part of the Escrow Shares (as defined in ~~the Sponsor Letter Agreement~~Section 5A.7(b) below), ~~“Sponsor Time-Based~~ a Stockholder may (i) transfer Lock-~~up Shares”~~Up Shares to such Stockholder's spouse or lineal descendant (natural or adopted) or an executor, administrator or testamentary trustee (in their capacity as such) of ~~any Sponsor Party~~ such Stockholder or to a trust the beneficiaries of which include only such Stockholder and his or her spouse or lineal descendants (natural or adopted); provided, however, it shall be a -------- ------- condition precedent to such transfer that the transferee agree in a writing reasonably satisfactory to the Parent to be bound by the terms of this Section 1.3(c), (ii) purchase at its own expense one or several European style put options, at exercise prices not to exceed 80% of the then current market value and with expiration dates not earlier than the first anniversary of the Effective Time, (iii) sell at their own expense one or several European style call options at exercise prices no less than 120% of the then current market value and with expiration dates not earlier than the first anniversary of the Effective Time, and (iv) pledge shares of Parent Common Stock as ~~defined~~ security for loans so long as the pledgee agrees in a writing reasonably satisfactory to the Parent that (A) such shares in the ~~Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any~~ hands of the ~~restrictions on Transfer under~~ pledgee remain subject to the provisions of this Section ~~7 or~~ 1.3(c) and (B) are restricted securities under ~~the Sponsor Letter Agreement, as applicable, then the Time-Based~~ applicable federal securities laws. The "Lock-~~up Shares~~ Up Period" shall be for a period beginning on the Closing Date and (i) for -------------- 15% of each ~~other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at~~ of the ~~same time or times, as the other Time-Based~~ Stockholders' Lock-~~up Shares or Sponsor Time-Based Lock-up Shares subject to such release;~~ Up Shares, ending on the date that is 180 days following the Closing Date, and (ii) ~~if any Price-Based~~ for 85% of each of the Stockholders' Lock-up Up Shares, ending on the date that is one (1) year following the Closing Date. Nothing contained in this Section 1.3(c) shall prevent the Parent and the holders of the Preferred Stock Consideration Shares ~~of any NET Power Holder or Extended Lock~~from entering into a different lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner agreement with respect to the ~~Sponsor Time-Based Lock~~shares of Parent Common Stock delivered to such holders pursuant to Section 1.2(b) above, in which case the provisions of this Section 1.3(c) shall be deemed modified by such different lock-up ~~Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement~~ agreement with respect to ~~the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any~~ such holders and such shares of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationParent Common Stock only. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Agreement and Plan of Merger and Reorganization (Firstamerica Automotive Inc /De/), Agreement and Plan of Merger and Reorganization (Price Thomas A)

Lock-Up. (a) Subject to ~~Sections 7(b~~Section 42(b) below, the holders (the “Lock-Up Holders”) of any shares of common stock, par value $0.0001 per share, of the corporation issued to the Pre-Closing Holders (as defined in the Merger Agreement) in connection with the transactions contemplated by that certain Agreement and ~~7(c~~Plan of Merger entered into by and among (1) the corporation, (2) Supernova Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the corporation, (3) Supernova Romeo Merger Sub Inc., a Delaware limited liability company and direct, wholly owned subsidiary of the corporation and (4) Rigetti Holdings, Inc., a Delaware corporation (as the same may be amended, amended and restated, restated, supplemented or otherwise modified from time to time the “Merger Agreement”), ~~each NET Power Holder agrees with~~ as such shares of common stock may be subsequently designated as Common Stock (as defined in the ~~Company that it~~Certificate of Incorporation), ~~he or she shall~~ may not Transfer any Lock-up Up Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ until the end of the ~~applicable~~ Lock-up Up Period (the “Lock-upUp”). (b) Notwithstanding the provisions set forth in Section 42(a) above, the Lock-Up Holders may, so long as such transferee pursuant to a Transfer in accordance with any of clauses (i)-(iii) agrees to be bound by the provisions hereof until the end of the Lock-Up Period in form and substance reasonably satisfactory to the independent members of the Board of Directors, Transfer the Lock-Up Shares 19. ~~For~~ during the Lock-Up Period (i) as a bona fide gift or charitable contribution; (ii) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of such Lock-Up Holder or any other person with whom such Lock-Up Holder has a relationship by blood, marriage or adoption not more remote than first cousin; (iii) by will or intestate succession upon the death of the Lock-Up Holder; (iv) pursuant to a qualified domestic order, court order or in connection with a divorce settlement; (v) if such Lock-Up Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with the Lock-Up Holder, or (B) to partners, limited liability company members or stockholders of the Lock-Up Holder, including, for the avoidance of doubt, where the Lock-~~up shall not apply~~ Up Holder is a partnership, to its general partner or a successor partnership or fund, or any ~~Company Interests~~other funds managed by such partnership; (C) by virtue of the laws of the state or jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vi) if such Lock-Up Holder is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) pursuant to transactions in the event of completion of a liquidation, merger, consolidation, stock exchange, reorganization, tender offer or other similar transaction which results in all of the corporation’s securityholders having the right to exchange their shares of Common Stock for cash, securities or other property; (viii) to the corporation in connection with the repurchase of such Lock-Up Holder’s shares in connection with the termination of the Lock-Up Holder’s employment with the corporation pursuant to contractual agreements with the corporation; (ix) to satisfy tax withholding obligations in connection with the exercise of options or warrants to purchase shares of Common Stock of the corporation or the vesting of stock-based awards; (x) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options or warrants to purchase shares of Common Stock of the corporation; (xi) pursuant to transactions relating to Common Stock or other securities of convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after the ~~Company~~ Closing (as defined in the Merger Agreement), provided that no such transaction is required to be, or is, publicly announced (whether ~~acquired in the open market~~on Form 4, ~~directly from the Company, upon exercise of any warrants~~ Form 5 or otherwise) , other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-~~up Shares~~Up Period, or (xii) transfers of any shares of Common Stock or other securities acquired in connection with the Subscription Agreements (as defined in the Merger Agreement) or issued in exchange for, or on conversion or exercise of, any securities issued in connection with the Subscription Agreements. ~~Nothing~~ Notwithstanding the provisions set forth in ~~this~~ Section ~~7 shall prohibit a NET Power Holder from~~ 42(a) above, the ~~establishment of~~ Lock-Up Holders may also establish a trading plan pursuant to Rule 10b5-1 promulgated under the ~~Exchange Act~~1934 Act during the Lock-Up Period; provided, ~~provided~~ however, that (A) such plan ~~does~~ shall not provide for the Transfer of Lock-Up Shares during the Lock-Up ~~Period.~~ Period and (bB) ~~Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder~~ no public announcement or ~~its Permitted Transferees may Transfer the Lock-up Shares of~~ filing shall be made voluntarily regarding such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) plan during the Lock-Up ~~Period without restriction under this Section 7~~Period, ~~(ii) $14.00 per share~~or if any public announcement is required of or voluntarily made by or on behalf of the Lock-Up Holder or the corporation regarding such plan, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein such announcement or filing shall include a statement to the ~~contrary, if, following the Closing, the trading share price on the principal exchange on which~~ effect that no Transfer may be made under such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares plan during the Lock-~~up Period without restriction under this Section 7~~Up Period. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Merger Agreement (Supernova Partners Acquisition Co II, Ltd.), Merger Agreement (Supernova Partners Acquisition Co II, Ltd.)

Lock-Up. (a) ~~Subject to Sections 7(b)~~ The Investor shall not, and ~~7(c)~~shall procure that each Investor Affiliate shall not, ~~each NET Power Holder agrees with~~ without the ~~Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end~~ prior written consent of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open marketCorporation, directly ~~from the Company~~or indirectly, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period.Transfer: (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) for the period commencing on the Closing Date until the earlier of (1) the date that is one month following the issuance of the Common Shares pursuant to the terms of the Subscription Receipts and (2) the date that is 12 months following the Closing Date, (A) any of ~~such NET Power Holder’s Permitted Transferees~~the Subscribed Securities and (B) following the issuance of Common Shares pursuant to the terms of the Subscription Receipts, that number of Common Shares equal to the number of Placement Underlying Shares acquired pursuant to the Subscription Receipts; or or (ii) ~~in connection with a liquidation~~for the period commencing on the date hereof and ending on the earliest of (1) the date of completion of the vote of shareholders of the Target, ~~merger~~if applicable, ~~stock exchange~~related to the Acquisition, ~~reorganization~~(2) the date on which the Takeover Offer, ~~tender offer approved by the Board~~ if applicable, becomes or ~~a duly authorized committee thereof or other similar transaction which results~~ is declared unconditional in all respects and (3) the date of termination of the ~~Company’s Stockholders having~~ Acquisition, the ~~right to exchange their~~ Common Shares, the ordinary shares of ~~Common Stock (including any Company Interests exchangeable for~~ Tryg or the ordinary shares of the Target it owns as at the date hereof; provided, however, that, notwithstanding the foregoing, the lockup in this paragraph (a)(ii) with respect to Common ~~Stock~~ Shares only shall end no later than the date of the earliest of (A) the date of the earliest of the events in ~~connection therewith~~the foregoing clauses (1) ~~for cash, securities or other property subsequent to~~ through (3) and (B) 120 days following the Closing Date. (cb) ~~Notwithstanding~~ The restrictions on Transfer contained in paragraph (a)(ii) shall not apply to Transfers where the ~~provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock~~ equity securities are managed by arms-length parties pursuant to ~~Section 4.3(b)~~ a discretionary mandate or where the purpose of the ~~Charter~~ Transfer is to maintain a portfolio of investments which tracks a stock market index for pure investment purposes, provided in each case that the Transfer of equity securities (other than Common Shares) shall ~~not be deemed~~ have been consented to by or conducted in a ~~Transfer for purposes~~ manner consistent with the requirements of ~~this Section 7~~the UK Panel on Takeovers and Mergers. (dc) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations The Parties acknowledge and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each caseagree that, in the ~~aggregate as of immediately following~~ event that the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of Corporation waives the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise contained in ~~writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release;~~ paragraphs (a)(i) and (ii) ~~if any Price-Based Lock-up Shares of any NET Power Holder~~ in order to allow CDPQ and CPPIB (or ~~Extended Lock-up Shares (as defined~~ both) to exercise the demand registration rights provided for in the ~~Sponsor Letter Agreement~~investor rights agreement entered into between the Corporation and each of CDPQ and CPPIB, ~~“Sponsor Price-Based Lock-up Shares”) of and Sponsor Party~~as the case may be, ~~are directly or indirectly (by waiver, amendment or otherwise) released from any of~~ the restrictions on Transfer ~~under this Section 7~~ contained in paragraphs (a)(i) and (ii) shall cease to apply in full or ~~under~~ in part in order to allow the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at Investor to Transfer the same ~~time~~ proportion of its ordinary shares of the Corporation (including the Placement Underlying Shares) as CDPQ or ~~times~~CPPIB, as the ~~other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to~~ case may be, in the context of any such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationdemand registration. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Subscription Agreement, Subscription Agreement

Lock-Up. (a) ~~Subject~~ Other than pursuant to ~~Sections 7(b) and 7(c~~the LLC Agreement, no Special Holder (including any Founder Holder), ~~each NET Power Holder agrees with the Company that it~~other Equityholder or CCNB1 Independent Director shall Transfer, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise make a public announcement of any ~~warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment~~ intention to effect such Transfer, of ~~a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of~~ any Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as ~~adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions~~defined below) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned or otherwise held by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) Person during the Lock-Up Period ~~without restriction under this~~ (as defined below); provided, that such prohibition shall not apply to Transfers permitted pursuant to Section 7, 5.2. The “Lock-Up Period” shall be (~~ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares~~ other than in ~~excess~~ respect of the ~~NET Power Holders Price-Based Shares described~~ BluJay Equityholders, the IVP Equityholders, the Sponsor, CC Capital and NBOKS) the period commencing on the Closing Date and ending on the date that is six (6) months following the Closing Date or, in the ~~foregoing clause~~ case of the BluJay Equityholders, the IVP Equityholders, the Sponsor, CC Capital and NBOKS, the period commencing on the Completion Date and ending on the date that is six (6) months following the Completion Date. The “Lock-Up Shares” means (i) (~~i.e.~~x) the Class A Common Stock, ~~up to two-thirds~~ Class B Common Stock, Class V Common Stock, Common Units and Restricted Common Units held by the Special Holders (other than the BluJay Equityholders), the Equityholders (other than the BluJay Equityholders) or the CCNB1 Independent Directors as of ~~its NET Power Holders Price-Based Shares in~~ the ~~aggregate~~Closing Date and (y) ~~without restriction under this Section 7~~the Class A Common Stock held by the BluJay Equityholders as of the Completion Date, and (~~iii~~ii) ~~$16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any~~ shares of ~~its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein~~ Class A Common Stock issued pursuant to the ~~contrary, if, following the Closing, the trading share price on the principal~~ LLC Agreement upon exchange ~~on which such securities are then listed or quoted, which~~ of Company Units held as of the ~~date hereof is the NYSE~~Closing Date, along with an equal number of Class V Common Stock, for Class A Common Stock; provided however that (w) any ~~20 trading days within~~ Equity Securities purchased by NBOKS or any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. Founder Holder (for Affiliate thereof) ~~Notwithstanding anything in this Agreement~~ pursuant to the ~~contrary, it is understood and agreed that~~Forward Purchase Agreement or any other forward purchase agreement entered into with PubCo in connection with PubCo’s initial public offering, (ix) if any ~~Time-Based Lock-up Shares~~ Equity Securities purchased by NBOKS or any Affiliate of NBOKS in connection with that certain Backstop Agreement, by and between PubCo and NBOKS, dated as of October 14, 2020; (y) any ~~NET Power Holder or Lock-up Shares~~ Equity Securities issued pursuant to any Subscription Agreement (as defined in the ~~Sponsor Letter Agreement~~BCA or the SPA) entered into with PubCo in connection with the entry into the BCA or the SPA (including any such agreement entered into by CC Capital or any of its Affiliates) and (z) any warrants to purchase Class A Common Stock or any Class A Common Stock underlying such warrants, shall not be “~~Sponsor Time-Based~~ Lock-up Up Shares~~”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer~~ ” under this ~~Section 7 or under the Sponsor Letter~~ Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Investor Rights Agreement (Temasek Holdings (Private) LTD), Investor Rights Agreement (E2open Parent Holdings, Inc.)

Lock-Up. (ai) ~~Subject~~ This Section 4 (f) Lock-Up shall apply only to ~~Sections 7(b)~~ the New Common Shares under this Agreement, and ~~7(c), each NET Power Holder agrees with the Company that it, he or she~~ shall not ~~Transfer any Lock-up Shares of such NET Power Holder~~ affect prior agreements between the Parties. (~~if any~~ ii) The Buyer (and to the extent ~~applicable~~any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(f)(iv), the Permitted Transferee) ~~until the end~~ shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the ~~applicable Lock-up Period~~ Securities purchased hereunder or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such securities (any of the foregoing, a “Transfer”) without the prior written consent of the Company for a period of two (2) years from the Closing Date (the “Lock-upUp Period”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that ~~such plan does not provide for~~ nothing herein shall restrict the Buyer from a Transfer of ~~Lock-Up Shares during~~ any of the Securities purchased hereunder to the Permitted Transferee and the rights of the Buyer under this Agreement shall not be affected by such Transfer. (iii) The Buyer (and, to the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(f)(iv), the Permitted Transferee), except with consent of the Board, shall refrain at all times (including with respect to time periods after the expiration of the Lock-Up Period~~. (b~~) ~~Notwithstanding~~ from selling the ~~provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up~~ New Common Shares ~~of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i)~~ to any ~~of such NET Power Holder’s Permitted Transferees;~~ person or entity that is a Competitor (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(bas defined below) of the ~~Charter~~ Company or a member of the Competitor’s Group (as defined below), except (1) in a genuine open market sale where the identity of the purchaser of the New Common Shares is not known to, and cannot reasonably be determined by, the Buyer or its agent effecting such sale and provided that the number of New Common Shares that the Buyer is permitted to sell in the open market shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price exceed 1% of the ~~Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading~~ issued share ~~price”) on the principal exchange on which such securities are then listed or quoted, which as~~ capital of the ~~date hereof is~~ Company at the ~~NYSE, for~~ relevant time during any ~~20 trading days within any 30 consecutive trading~~30-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7period, and (~~iii~~2) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares accepting an offer (as defined in the ~~Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”~~Hong Kong Takeovers Code) under a general offer for the Company where the offer has become unconditional (meaning that the offeror has received acceptances in respect of ~~any Sponsor Party (as defined~~ voting rights in the ~~Sponsor Letter Agreement)~~Company which, ~~are directly~~ together with voting rights acquired or ~~indirectly (by waiver~~agreed to be acquired before or during the offer, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined will result in the ~~Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of~~ offeror and ~~Sponsor Party, are directly~~ any person acting in concert with it holding more than 50% (or ~~indirectly (by waiver, amendment or otherwise) released from any of~~ such other percentage level as contained in the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence terms of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws offer or as otherwise ~~set forth~~ required from time to time in ~~this Agreement or~~ the ~~governing documents~~ Hong Kong Takeovers Code) of the ~~Company~~ voting rights in the Company), or where the offeror has become entitled to compulsorily acquire the securities held by the Buyer (and/or the Permitted Transferee) under applicable laws and ~~OpCo~~ regulations. For the purpose of this Section 4(f), “Competitor” means (a) the leading ten (10) companies in the area of pure foundry or semiconductor, respectively, in terms of annual global revenues according to the most recent data of Gartner and/or iSuppli as at the Closing Date, or (b) the leading ten (10) semiconductor manufacturing companies in the PRC according to the most recent data of the ~~date hereof~~Ministry of Industry and Information Technology of the PRC or other institutions under its supervision (such as but not limited to the China Semiconductor Industry Association) as at the Closing Date. “Competitor’s Group” means the Competitor, its subsidiaries and holding company, and any subsidiaries of the Competitor’s holding company.

Appears in 2 contracts

Sources: Share Purchase Agreement (Semiconductor Manufacturing International Corp), Share Purchase Agreement (China Investment Corp)

Lock-Up. (a) ~~Subject~~ Sponsor and ▇▇▇▇▇ agree not to ~~Sections 7(b)~~ transfer, assign or sell any of their respective Acquiror Class A Common Stock, Acquiror Class V Common Stock, OpCo Class A Units or OpCo Class B Units (or any shares of New PubCo Class A Common Stock issuable to Sponsor and ~~7(c~~▇▇▇▇▇ in connection with the Transactions), ~~each NET Power Holder agrees with~~ as applicable, until one year after the ~~Company that it~~Closing or earlier if, ~~he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and~~ subsequent to the ~~extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt~~Closing, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last reported sale price of the New PubCo Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed equals or ~~quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing,~~ exceeds ~~(i)~~ $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing share (~~the aggregate Price-Based Lock-up Shares,~~ as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like~~, the “NET Power Holders Price-Based Shares”~~) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any ~~30 consecutive trading~~30-trading day period commencing at least ~~six months~~ 150 days after the consummation of the Closing or (ii) New PubCo consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their shares of New PubCo Class A Common Stock for cash, securities or other property (the “Lock-up” and such date ~~of Closing, exceeds $12.00 per share, then~~ the ~~NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based~~ “Lock-up ~~Shares during the Lock-up Period without restriction under this Section 7~~Date”). (fb) Subject to certain limited exceptions, ▇▇▇▇▇▇▇ agrees not to transfer, assign or sell any Acquiror Private Placement Warrants or New PubCo Warrants (or Acquiror Class A Common Stock or New PubCo Common Stock underlying such warrants) held by Sponsor, until 30 days after the Closing. (c) Notwithstanding ~~anything~~ the provisions set forth in ~~this Agreement to the contrary, it is understood~~ Sections 4(a) and ~~agreed that,~~ 4(b): (i) ~~if any Time-Based Lock-up Shares~~ Transfers of ~~any NET Power Holder or Lock-up Shares (as defined in~~ the Founder Shares, New PubCo Class A Common Stock, Acquiror Private Placement Warrants, New PubCo Warrants and shares of New PubCo Class A Common Stock underlying the such warrants and that are held by the Sponsor or any of its permitted transferees (that have complied with this Section 4(c)(i)) are permitted following the Closing, in accordance with paragraph 7(c) of that certain Letter Agreement, dated November 23, 2021, among the Acquiror, its officers and directors and Sponsor (“~~Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor~~ Acquiror Letter Agreement”)~~, are~~ . (ii) Transfers of Acquiror Private Placement Warrants by Sponsor to any directly or indirectly wholly owned subsidiary or any affiliate of Sponsor (any such person, a “Permitted Transferee”) are permitted prior to the Closing, provided that such Permitted Transferee executes a joinder to this Agreement agreeing to be bound by ~~waiver, amendment or otherwise) released from any~~ the provisions of ~~the restrictions on Transfer under~~ this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise Agreement in ~~writing, also be released in a proportionate manner, and at~~ the same ~~time or times,~~ manner as ~~the other Time-Based Lock-up Shares or~~ Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to ~~the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and~~ any such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationtransferred Acquiror Private Placement Warrants. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Sponsor Agreement (Beard Energy Transition Acquisition Corp.), Sponsor Agreement (Beard Energy Transition Acquisition Corp.)

Lock-Up. 3.12.1. Each Holder hereby agrees (~~a) Subject~~ and shall execute an agreement to ~~Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of~~ such ~~NET Power Holder~~ effect (~~if any and to the extent applicable) until the end of the applicable Lock-up Period (the~~ a “Lock-Up Agreement”) with any managing underwriters) not to Transfer (as defined below) any shares of the Company owned (beneficially or of record) by such Holder (other than Registrable Securities or other Ordinary Shares being registered for sale in such offering), without the consent of such managing underwriters, for a period of not more than (i) in the case of such an IPO, one hundred eighty (180) days following the effective date of the Registration statement relating to such IPO or such shorter period requested by the underwriters, and (ii) in the case of an underwritten offering other than the IPO, ninety (90) days or such shorter period requested by the underwriters; provided, however, that in such case all persons entitled to registration rights with respect to Ordinary Shares who are not parties to this Agreement, all other persons selling Ordinary Shares in such offering, all officers and directors of the Company, and, solely in the case of an IPO, all persons holding in excess of one percent (1%) of the share capital of the Company on a fully diluted basis (calculated assuming the conversion of all outstanding convertible securities and the exercise of all outstanding rights to acquire Ordinary Shares or securities convertible into Ordinary Shares), shall also have agreed not to sell publicly their Ordinary Shares under the circumstances and pursuant to the terms set forth in this Section 3.12. 3.12.2. If requested by the managing underwriters in connection with any such public offering, the Company will agree to substantially similar “lock-up”)” provisions as those referred to above. In any case, in the event the underwriters release any of the above from such “lock-up” restrictions prior to the scheduled expiration date, the Preferred Holders shall be released from their “lock-up” obligations hereunder on the same principles (including principles of priority) applicable to the registration of the Registrable Securities as set forth in Section 3.4 and (without derogating from such principles of priority) otherwise on a proportionate basis among the Preferred Holders. 3.12.3. For ~~the avoidance~~ purposes of ~~doubt~~this Section, ~~the Lock-up~~ “Transfer” shall ~~not apply~~ mean: offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights or engage in any hedging transactions with respect to any ~~Company Interests, warrants or other securities~~ share capital of the Company (~~whether~~ including any options or warrants to purchase any share capital or any securities convertible into or exchangeable for share capital) now owned or hereafter acquired in by such person or with respect to which such person has or hereafter acquires the ~~open market~~power of disposition, ~~directly from the Company, upon exercise of any warrants or otherwise)~~ other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) ~~to any~~ by will or the laws of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7intestacy, (ii) ~~$14.00 per share~~as a bona fide gift or gifts, ~~then each NET Power Holder~~provided the donee or donees thereof agree in writing to be bound by this restriction, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and or (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect as a distribution to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed partners or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence shareholders of such ~~amendment or modification. (g) For~~ person, provided the ~~avoidance of doubt, this Section 7 shall~~ distributees thereof agree in ~~no way limit any restrictions on or requirements relating~~ writing to ~~the Transfer of the Company Interests Beneficially Owned~~ be bound by the ~~NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in~~ terms of this ~~Agreement or the governing documents of the Company and OpCo as of the date hereof~~restriction.

Appears in 2 contracts

Sources: Shareholder Agreements, Shareholder Agreements (ReWalk Robotics Ltd.)

Lock-Up. In connection with the first (aand, for the avoidance of doubt, only the first) ~~Subject to Sections 7(b)~~ public/underwritten offering (regardless of whether such offering is a primary or secondary offering and ~~7(c~~including an Underwritten Shelf Takedown), each ~~NET Power~~ Qualified Holder agrees ~~with~~ that it shall not, during the ~~Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to~~ 60 days after the ~~extent applicable) until the end of the applicable Lock-up Period~~ pricing (the “Lock-upUp Period”), directly or indirectly, offer, pledge, assign, encumber, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, or otherwise transfer or dispose of any of their Acquired Equity Securities, Granted Equity Securities or Equity Securities issued to such Qualified Holder in connection with the Structuring Fee to any Person; provided, however, that the Lock-Up Period shall not apply to the following: (i) the Equity Securities issued to a Commitment Party in exchange for such party’s Unsecured Notes under the Plan (i.e., the 1145 exempt Equity Securities); (ii) resales of a maximum of 15% of the applicable Commitment Party’s Equity Securities as of the Closing Date pursuant to the Resale Registration Statement; (iii) a tender offer for the Equity Securities approved by the Board of Directors of the Issuer; (iv) sales to the Issuer pursuant to an authorized share repurchase program in accordance with Rule 10b5-1 under the Exchange Act; (v) Registrable Securities included in the Underwritten Shelf Takedown; (vi) transfers of Equity Securities between affiliate entities of a Commitment Party; or (vii) sales of Equity Securities pursuant to such registered offering. For the avoidance of doubt, (a) the Lock-up Up Period shall not apply to any ~~Company Interests, warrants~~ Equity Securities sold under one or ~~other securities of the Company (whether acquired in the open market, directly~~ more exemptions from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated registration under the ~~Exchange~~ Securities Act, ~~provided that such plan does not provide for~~ but shall apply to sales on the ~~Transfer of Lock-Up Shares during the Lock-Up Period.~~ Oslo Stock Exchange and (b) ~~Notwithstanding~~ before the ~~provisions set forth in Section 7(a)~~commencement of, ~~any NET Power Holder~~ and after the termination or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a)expiration of, the ~~retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter~~ Lockup Period, there shall ~~not~~ be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) no restrictions on the ~~principal exchange on which such securities are then listed or quoted, which as~~ ability of any Qualified Holder to resell its Registrable Securities through the ~~date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading~~Resale Registration Statement in non-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the underwritten offerings. The Lock-Up Period ~~without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees,~~ may ~~Transfer~~ be extended for up to an additional ~~one-third~~ 30 days (for an aggregate of ~~its NET Power Holders Price-Based Shares in excess~~ 90 days), at the reasonable request of the ~~NET Power Holders Price~~managing underwriters/ lead book-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7runner/ manager. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Investment Agreement (Seadrill LTD), Investment Agreement (North Atlantic Drilling Ltd.)

Lock-Up. ~~(a) Subject to Sections 7(b) and 7(c)~~The Company hereby agrees that, ~~each NET Power Holder agrees with~~ without the ~~Company that it~~prior written consent of the Placement Agent, ~~he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to~~ it will not, during the ~~extent applicable)~~ period from the date hereof until the ~~end~~ date that is ninety (90) days after the date of the ~~applicable Lock-up Period~~ Final Prospectus (the “Lock-upUp Period”)~~. For the avoidance of doubt~~, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of ~~such NET Power Holder’s Permitted Transferees~~Common Stock or any Common Stock Equivalents; or (ii) ~~in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof~~ enter into any swap or other ~~similar transaction which results~~ arrangement that transfers to another, in ~~all~~ whole or in part, any of the ~~Company’s Stockholders having~~ economic consequences of ownership of the ~~right~~ Common Stock, whether any such transaction described in clause (i) or (ii) above is to ~~exchange their~~ be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any Common Stock Equivalents (~~including~~ other than a registration statement for Common Stock and/or Common Stock Equivalents of the Company that will not be declared effective by the Commission prior to the expiration of the Lock-Up Period (each, a “Subsequent Offering Registration Statement”, and any ~~Company Interests exchangeable for shares~~ such offering pursuant thereto, each, a “Subsequent Offering”)). The restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock ~~in connection therewith) for cash, securities~~ upon the exercise of options or ~~other property subsequent to~~ warrants or the ~~Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement~~ conversion or exercise of ~~shares of Class B~~ Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (Equivalents disclosed as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, outstanding in the ~~aggregate as~~ Registration Statement (excluding exhibits thereto) or Prospectus, (3) the issuance of ~~immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for~~ employee stock ~~splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”)~~ options not exercisable during the Lock-Up Period ~~without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up~~ and the grant of restricted stock awards or restricted stock units or shares of Common Stock pursuant to ~~an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares~~ equity incentive plans described in the ~~foregoing clause~~ Registration Statement (iexcluding exhibits thereto) or the Final Prospectus or (~~i.e., up~~ 4) any Subsequent Offering of shares of Common Stock and/or Common Stock Equivalents that is consummated pursuant to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months a Subsequent Offering Registration Statement after the ~~date~~ expiration of ~~Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during~~ the Lock-~~up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement~~ Up Period. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the ~~contrary, it is understood and agreed that, (i) if any Time-Based~~ expiration of the Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner Up Period except with respect to ~~the Sponsor Time-Based Lock-up Shares~~ any employees, officers or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer directors of the Company ~~Interests Beneficially Owned~~ that have executed a Lock-Up Agreement. As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereoflaw to remain closed.

Appears in 2 contracts

Sources: Placement Agent Agreement (Q BioMed Inc.), Placement Agent Agreement (Q BioMed Inc.)

Lock-Up. Each of the Holders agrees that he, she or it will not, during (~~a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any~~ and to the extent ~~applicable) until~~ prohibited by the ~~end~~ terms of ~~the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt,~~ this Section 8) the Lock-up ~~shall not apply~~ Period, (i) lend, offer, sell, contract to sell, sell any ~~Company Interests~~option or contract to purchase, ~~warrants~~ purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, in each case whether effected directly or indirectly, any Registrable Securities held by such Holder; (ii) enter into any swap or other ~~securities~~ arrangement that transfers to another, in whole or in part, any of the ~~Company~~ economic consequences of ownership of such Registrable Securities, whether any such transaction described in clause (~~whether acquired~~ i) or (ii) above is to be settled by delivery of Registrable Securities or other securities, in ~~the open market~~cash, ~~directly from the Company, upon exercise of any warrants~~ or otherwise; or (iii) ~~other than~~ publicly announce the ~~Lock-up Shares. Nothing~~ intention to effect any of the transactions covered in ~~this Section 7 shall prohibit~~ clause (i) and (ii) above; provided, that a ~~NET Power~~ Holder ~~from the establishment of~~ may enter into a trading plan pursuant to Rule 10b5-1 ~~promulgated~~ under the Exchange ~~Act, provided that~~ Act for the transfer of Registrable Securities so long as such plan does not provide for the ~~Transfer~~ transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) Registrable Securities during the Lock-up ~~Period~~ Period; provided, further, that nothing herein shall prohibit any Holder from (iA) to pledging any ~~of such NET Power Holder’s Permitted Transferees; or (ii)~~ Registrable Securities in connection with such Person’s entry into a credit facility or any other bona fide borrowing or similar lending arrangement, which shall include margin loans (provided, that for the avoidance of doubt, any pledgee who receives Common Stock following the exercise of remedies shall not be subject to the restrictions set forth in this Section 8), (B) transferring any Registrable Securities as a distribution or transfer to general partners, limited partners, members or stockholders of any Holder, or to any corporation, partnership, limited liability company, investment fund or other entity which controls or manages or is controlled or managed by any such Holder, or to any Affiliate under common control or management with any such Holder, (C) transferring any Registrable Securities in connection with the completion of a liquidation, merger, stock ~~exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof~~ exchange or other similar transaction ~~which~~ that results in all of the Company’s ~~Stockholders~~ securityholders having the right to exchange their shares of Common Stock ~~(including any Company Interests exchangeable for shares of Common Stock in connection therewith)~~ for cash, securities or other ~~property subsequent~~ property, (D) electing to dispose of Registrable Securities pursuant to a block trade with reasonably expected gross proceeds of at least $20 million from such block trade (a “Block Trade”) provided, that the recipient of the Registrable Securities pursuant to such Block Trade agrees to be bound in writing by the restrictions in this Section 8, (E) electing to exercise his or her rights pursuant to Section 2(c) to include Registrable Securities in any Piggyback Registration or Underwritten Piggyback Offering, (F) (x) transferring Registrable Securities pursuant to a bona fide third-party tender offer for shares of the Company’s capital stock made to all Holders of the Company’s securities or pursuant to a merger, consolidation or other similar transaction approved by the Board of the Company the result of which is that any person (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting power of the voting stock of the Company and (y) entering into any lockup, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of shares of Common Stock or such other securities in connection with a transaction described in the immediately foregoing clause (x) above (provided that, in the event that such change of control transaction is not completed, any Registrable Securities shall remain subject to the ~~Closing Date.~~ restrictions contained in this Section 8), or (cG) ~~Notwithstanding~~ transferring any Registrable Securities by operation of law or pursuant to a final order of a court or regulatory agency; provided, further, that, in the ~~provisions~~ case of the foregoing clauses (A) through (C), (1) each such transferee agrees to be bound in writing by the restrictions set forth in this Section ~~7(a)~~8, ~~the retirement of shares of Class B Common Stock pursuant to Section 4.3(b~~(2) ~~of the Charter~~ any such transfer shall not involve a disposition for value and (3) no public filing or public disclosure shall be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed required or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares voluntarily made during the Lock-up Period ~~without restriction~~ in connection with any such transfer (other than required filings under Sections 13(d) or 13(g) or Section 16 of the Exchange Act). For purposes of this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like8, the term “~~NET Power Holders Price-Based Shares”) during the~~ Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of Period” shall mean the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price period beginning on ~~the principal exchange on which such securities are then listed or quoted, which as of~~ the date hereof is and ending on the ~~NYSE, for any 20 trading days within any 30 consecutive trading-~~90th day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7hereafter. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Registration Rights Agreement (Atlas Energy Solutions Inc.), Merger Agreement (Atlas Energy Solutions Inc.)

Lock-Up. ~~(a) Subject to Sections 7(b) and 7(c)~~Seller hereby agrees that it will not, ~~each NET Power Holder agrees with~~ without the ~~Company that it~~prior written consent of Purchaser, ~~he or she~~ which shall not ~~Transfer~~ be unreasonably withheld, during the period of 18 months commencing on the Closing Date(A) lend, offer, pledge, sell, contract to sell, sell any ~~Lock-up Shares~~ 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, directly or indirectly, any shares of ~~such NET Power Holder (if any and~~ Common Stock held immediately prior to the ~~extent applicable) until the end~~ effectiveness of the ~~applicable Lock-up Period~~ registration statement for the offering or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the ~~“Lock-up”)~~economic consequences of ownership of any shares of Common Stock, whether any such transaction described in clause (A) or clause (B) above is to be settled by delivery of shares of Common Stock, in cash or otherwise. ~~For the avoidance~~ The foregoing provisions of ~~doubt, the Lock-up~~ this Section 2.06(b)(iii) shall not apply to the sale of any ~~Company Interests~~shares of Common Stock to an underwriter pursuant to an underwriting agreement and shall only be applicable to Seller if all officers, ~~warrants or other securities~~ directors and holders of more than one percent (1%) of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their outstanding shares of Common Stock (~~including~~ after giving effect to the conversion of all Convertible Securities) enter into similar agreements. The underwriters in connection with the offering are intended third party beneficiaries of this Section 2.06(b)(iii) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Seller further agrees to execute such agreements as may be reasonably requested by Purchaser or any ~~Company Interests exchangeable for~~ underwriter that are consistent with this Section 2.06(b)(iii) or that are necessary to give further effect hereto. In order to enforce the covenants set forth in this Section 2.05(b)(iii), Purchaser may impose stop-transfer instructions with respect to the shares of Common Stock ~~in connection therewith) for cash, securities or other property subsequent to~~ held by Seller until the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence end of such ~~amendment or modification~~restricted period. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Sub License, License and Asset Purchase Agreement (Prima BioMed LTD), Sub License, License and Asset Purchase Agreement (Sydys Corp)

Lock-Up. (a) Subject to Sections ~~7(b~~6(b) and ~~7(c~~6(c), each ~~NET Power Holder~~ Lock-up Party agrees with the Company that it, he or she shall not Transfer any Lock-up Shares ~~of such NET Power Holder~~ (if any and to the extent applicable) until the end of the ~~applicable~~ Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 6 shall prohibit a ~~NET Power Holder~~ Lock-up Party from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of such Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section ~~7(a~~6(a), any ~~NET Power Holder~~ Lock-up Party or its respective Permitted Transferees may Transfer ~~the~~ its respective Lock-up Shares ~~of such NET Power Holder~~ (if any and to the extent applicable) during the Lock-up Period (i) to any of such ~~NET Power Holder~~Lock-up Party’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s ~~Stockholders~~ stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section ~~7(a~~6(a), the retirement of shares of Class B Common Stock pursuant to Section ~~4.3(b)~~ 4.6 of the Charter shall not be deemed a Transfer for purposes of this Section 76. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, ~~(i)~~ if any ~~Time-Based~~ Founder Lock-up Shares ~~of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement),~~ are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under ~~this Section 7 or under~~ the Sponsor Letter Agreement, ~~as applicable,~~ then the ~~Time-Based~~ Lock-up Shares of each ~~other Stockholder Party, Sponsor~~ Lock-up Party or ~~their~~ its respective Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Founder Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the ~~Sponsor Time-Based Lock-up Shares or Sponsor Price-Based~~ Founder Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the ~~Time-Based Lock-up Shares or Price-Based~~ Lock-up Shares~~, as applicable~~, would also be favorable to any of the ~~NET Power Holders~~Lock-up Parties, each such ~~NET Power Holder~~ Lock-up Party shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each ~~NET Power Holder~~ Lock-up Party within two (2) business days of the occurrence of such amendment or modification. (ge) For the avoidance of doubt, this Section 7 6 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the ~~NET Power Holders~~ Lock-up Parties and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the ~~Company~~ Company, EQVR and ~~OpCo~~ EQV Holdings as of the date hereof.

Appears in 2 contracts

Sources: Business Combination Agreement (EQV Ventures Acquisition Corp.), Business Combination Agreement (EQV Ventures Acquisition Corp.)

Lock-Up. (a) Subject to Sections 7(b) and 7(c), each ~~NET Power Holder~~ Stockholder Party agrees ~~with the Company~~ that it, he or she shall not Transfer any Lock-up Shares of such ~~NET Power Holder~~ Stockholder Party (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any ~~NET Power Holder~~ Stockholder Party or its Permitted Transferees may Transfer the Lock-up Shares of such ~~NET Power Holder~~ Stockholder Party (if any and to the extent applicable) during the Lock-up Period (i) to any of such ~~NET Power Holder~~Stockholder Party’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s ~~Stockholders~~ stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), (i) to the extent applicable, any Company Interests or shares of Common Stock issued to any Stockholder Party upon exercise of any of such Stockholder Party’s warrants to purchase Company Interests or shares of Common Stock shall be deemed to be Company Interests or shares of Common Stock, as the case may be, Beneficially Owned by such Stockholder Party as of the Closing and such exercise shall not be deemed a Transfer for purposes of this Section 7 and (ii) the retirement of shares of Class B Common Stock pursuant to Section ~~4.3(b)~~ [●] of the ~~Charter~~ [Charter] shall not be deemed a Transfer for purposes of this Section 7. (d) ~~With respect to Price-Based Lock-up Shares, notwithstanding~~ Notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the ~~NYSE~~New York Stock Exchange, for any 20 10 trading days within any ~~30 consecutive~~ 15 trading-day period commencing ~~at least~~ 15 days after the Closing, exceeds (i) $~~12.00~~ 13.50 per share, then ~~each of~~ the ~~NET Power~~ Aria Holders, together with ~~its~~ their Permitted Transferees, may Transfer their ~~Price-Based~~ applicable Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the ~~Price-Based~~ Lock-up Shares Beneficially Owned by ~~such NET Power Holder~~ the Aria Holders and ~~its~~ their respective Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate ~~Price-Based~~ Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “~~NET Power Holders Price-Based~~ Closing Shares”~~) during the Lock-Up Period without restriction under this Section 7~~), (ii) $~~14.00~~ 16.00 per share, then ~~each NET Power Holder~~the Aria Holders, together with ~~its~~ their Permitted Transferees, may Transfer up to an additional one-third of ~~its NET Power Holders Price-Based~~ the Closing Shares in excess of the ~~NET Power Holders Price-Based~~ Closing Shares described in the foregoing clause (i) (i.e., up to two-thirds of ~~its NET Power Holders Price-Based~~ the Closing Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 19.00 per share, then the ~~NET Power~~ Aria Holders, together with their Permitted Transferees, may Transfer any of ~~their Time-Based Lock-up~~ the Closing Shares ~~during the Lock-up Period~~ without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of ~~the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees~~ Closing Shares under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Business Combination Agreement (Rice Acquisition Corp.), Business Combination Agreement (Rice Acquisition Corp.)

Lock-Up. (a) ~~Subject to Sections 7(b)~~ Each Seller agrees that commencing on the Closing Date and ~~7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable)~~ continuing until the ~~end~~ day that is 180 days after the Closing Date, the Seller will not, without the prior written consent of Buyer, directly or indirectly: (1) offer, sell, transfer, pledge, contract to sell, grant any option to purchase, make any short sale, hypothecate, pledge, transfer or otherwise dispose of or monetize the ~~applicable Lock-up Period~~ economic value of any Multiple Voting Shares received by such Seller (the “~~Lock~~Locked-upUp Securities”~~). For~~ ) pursuant to the ~~avoidance of doubt, the Lock-up shall not apply~~ terms hereof; or (2) announce any intention to do any ~~Company Interests, warrants or other securities~~ of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Actforegoing, provided that ~~such plan does not provide for~~ the ~~Transfer~~ Parties acknowledge and agree that a Seller may make a distribution of ~~Lock~~the Locked-Up ~~Shares during the Lock-Up Period~~Securities to its members or shareholders pursuant to Section 6.08(b). (b) Notwithstanding the foregoing, the Parties acknowledge and agree that Sellers which are entities may distribute the Locked-Up Securities to certain of their members or shareholders following the Closing. In the event that any Seller does so distribute such Locked-Up Securities, such Seller, as a condition thereof, shall cause such recipient of the Locked-Up Securities to agree to be bound by the provisions ~~set forth~~ of this Section 6.08 in ~~Section 7(a)~~a form acceptable to Buyer, ~~any NET Power Holder or~~ acting reasonably, and shall deliver it to Buyer for its ~~Permitted Transferees may Transfer the Lock-up Shares~~ acceptance prior to such distribution occurring. Upon Buyer’s confirmation of receipt and acceptance of such ~~NET Power Holder (if any and to~~ agreement, the ~~extent applicable) during~~ applicable Seller may complete the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Datedistribution as contemplated herein. (c) ~~Notwithstanding the provisions~~ The restrictions set forth in Section ~~7(a), the retirement of shares of Class B Common Stock pursuant to~~ 6.08(a) and Section ~~4.3(b~~6.08(b) ~~of the Charter~~ shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, apply: (i) if ~~any Time-Based Lock-up Shares~~ Buyer receives an offer, made to all securityholders of ~~any NET Power Holder~~ Buyer, which has not been withdrawn, to enter into a transaction or ~~Lock-up Shares (as defined~~ arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in ~~the Sponsor Letter Agreement~~accordance with its terms, ~~“Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement)~~a party could, ~~are~~ directly or indirectly acquire an interest (~~by waiver~~including an economic interest) in, ~~amendment~~ or ~~otherwise) released from any~~ become the holder of, 100% of the ~~restrictions on Transfer under~~ total number of Buyer Shares, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed company structure or other synthetic merger, transaction or arrangement; (ii) in respect of transfers of Locked-Up Securities to affiliates of the Seller, any spouse, parent, child, or grandchild of the undersigned, any company, trust or other entity owned by or maintained for the benefit of the Seller, but solely to the extent that such transferee agrees to be bound by the terms of this Section 7 6.08; (iii) in respect of transfers of Locked-Up Securities to a charitable organization pursuant to a bona fide gift; (iv) if the undersigned is an individual, in connection with estate planning of the undersigned; or ~~under~~ (v) in respect of pledges of the ~~Sponsor Letter Agreement~~Locked-Up Securities to a bank or other financial institution for the purpose of giving collateral for a debt made in good faith, but solely to the extent that such bank or financial institution agrees in writing to be bound by the terms of this Section 6.08 for the duration of the period set out in Section 6.08(a) or Section 6.08(b), as applicable. 6. Except as amended hereby, ~~then~~ the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any provisions of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationremain in full force and effect. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Assignment and Assumption Agreement (Harvest Health & Recreation Inc.), Share Exchange Agreement

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power~~ Holder ~~agrees with the Company that it, he or she~~ shall not ~~Transfer~~ Transfer, or make a public announcement of any intention to effect a Transfer, of any Lock-~~up Shares of such NET Power~~ Up Securities Beneficially Owned or otherwise held by the Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. Such prohibition shall not apply to Transfers permitted pursuant to Section 1.2. (b) ~~Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer~~ During the Lock-~~up Shares~~ Up Period, any purported Transfer of ~~such NET Power Holder (if any and to the extent applicable) during the~~ Lock-~~up Period (i)~~ Up Securities other than in accordance with this Agreement shall be null and void, and PubCo shall refuse to recognize any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including Transfer for any ~~Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date~~purpose. (c) ~~Notwithstanding~~ The Holder acknowledges and agrees that, notwithstanding anything to the ~~provisions set forth in Section 7(a)~~contrary herein, the ~~retirement~~ PubCo Capital Stock and the Equity Interests in the Company, as the case may be, Beneficially Owned by the Holder, shall remain subject to any restrictions on Transfer under applicable securities Laws of ~~shares of Class B Common Stock pursuant to Section 4.3(b)~~ any Governmental Entity, including all applicable holding periods under the Securities Act and other rules of the ~~Charter shall not be deemed a Transfer for purposes of this Section 7~~SEC, and under the Company A&R LLCA. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during During the Lock-Up ~~Period without restriction under this Section 7~~Period, each certificate or book-entry position evidencing any Lock-Up Securities shall be marked with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●] 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE HOLDER OF THE SECURITIES (~~ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one~~OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH LOCK-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, ~~this Section 7~~ each Holder shall ~~in no way limit any restrictions on or requirements relating~~ retain all of its rights as a stockholder of PubCo with respect to the ~~Transfer~~ Lock-Up Securities during the Lock-Up Period, including the right to vote any Lock-Up Securities that are entitled to vote. PubCo agrees to (i) instruct its transfer agent to remove the legend in clause (d) immediately above upon the expiration of the ~~Company Interests Beneficially Owned~~ Lock-Up Period and (ii) if requested by the ~~NET Power Holders and their respective Permitted Transferees~~ transfer agent, cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under ~~applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof~~subclause (i).

Appears in 2 contracts

Sources: Business Combination Agreement (MDH Acquisition Corp.), Lock Up Agreement (MDH Acquisition Corp.)

Lock-Up. (a) ~~Subject~~ Each Stockholder acknowledges that Parent intends to ~~Sections 7(b) and 7(c~~raise capital in one or more financings prior to the Closing Date (each, a “Financing”), the terms of which may include the Parent’s issuance of secured, unsecured and/or convertible debt and/or equity financings and may utilize one or more placement agents or underwriters (each, an “Underwriter”), and all or substantially all of the net proceeds thereof would be used to pay the cash portion of the Merger Consideration. In order to assist Parent in obtaining the approval of Parent’s shareholders of the Parent Proposals, and to assist the Parent and Underwriters in consummating the Financings, and for other good and valuable consideration, each ~~NET Power Holder~~ Stockholder hereby irrevocably agrees that, without the prior written consent of the Underwriters (or any duly authorized representative thereof), and Parent, such Stockholder will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Parent Common Stock (including, without limitation, shares of Parent Common Stock that may be deemed to be Beneficially Owned by such Stockholder in accordance with the ~~Company~~ rules and regulations of the Securities and Exchange Commission and shares of Parent Common Stock that itmay be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Parent Common Stock, he including any shares of Parent Common Stock or ~~she shall not Transfer~~ securities convertible into or exercisable or exchangeable for Parent Common Stock acquired after the date of this Agreement, whether as part of, or in connection with any ~~Lock-up Shares~~ Financing, or otherwise, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Parent Common Stock, whether any such ~~NET Power Holder~~ transaction described in clause (~~if any and~~ 1) or (2) above is to be settled by delivery of Parent Common Stock or other securities, in cash or otherwise, (3) except with respect to the ~~extent applicable) until~~ Form S-4 Registration Statement, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the ~~end~~ registration of any shares of Parent Common Stock or securities convertible into or exercisable or exchangeable for Parent Common Stock or any other securities of the ~~applicable Lock-up Period~~ Company, or (4) publicly disclose the ~~“Lock-up”). For~~ intention to do any of the ~~avoidance of doubt,~~ foregoing for a period commencing on the Closing Date and ending on the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Expiration Date. The “Lock-up ~~Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from~~ Expiration Date” means the ~~establishment~~ later of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) ~~to any~~ the six-month anniversary of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date~~. (c) Notwithstanding the provisions set forth in Section 7(a)~~, the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any ~~Price~~date requested by the Underwriters, up to the one-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any year anniversary of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event Closing Date; provided that ~~the Sponsor Letter Agreement is amended or otherwise modified in a manner~~ with respect to ~~the Sponsor Time-Based Lock~~item (ii) all executed officers and directors of Parent have agreed to be bound by such lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned term proposed by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereofUnderwriters.

Appears in 2 contracts

Sources: Voting and Lock Up Agreement (Creative Realities, Inc.), Merger Agreement (Creative Realities, Inc.)

Lock-Up. ~~(a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with~~ If the Company ~~that it, he or she~~ at any time shall ~~not Transfer any Lock-up Shares~~ register shares of ~~such NET Power Holder (if any and~~ Common Stock under the Securities Act for sale to the ~~extent applicable) until~~ public in an underwritten offering and if requested by the ~~end~~ lead managing underwriter, ▇▇▇▇▇▇▇ agrees not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose of, any capital stock of the ~~applicable Lock-~~Company without the prior written consent of the lead managing underwriter, during a period of not more than ninety (90) days (or up ~~Period~~ to one hundred eighty (180) days if requested by the lead managing underwriter in connection with a Qualified Public Offering) commencing on the effective date of the Registration Statement (the “Lock-upUp Period”)~~. For the avoidance~~ ; provided, however, that if any holders of ~~doubt, the Lock-up~~ Registrable Securities shall ~~not apply~~ be subject to ~~any Company Interests, warrants~~ a shorter period or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant receives more advantageous terms relating to ~~Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during~~ the Lock-Up Period~~. (b) Notwithstanding the provisions set forth in Section 7(a)~~, ~~any NET Power Holder or its Permitted Transferees may Transfer~~ then the Lock-~~up Shares of~~ Up Period shall be such ~~NET Power Holder (if any~~ shorter period and also on such more advantageous terms and ▇▇▇▇▇▇▇ shall be released from its obligations under this clause to the extent ~~applicable) during~~ any other holder of Registrable Securities is released. Notwithstanding the ~~Lock-up Period (i)~~ foregoing, ▇▇▇▇▇▇▇ shall be entitled to transfer any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) ~~$12.00 per share~~as a bona fide gift or gifts, ~~then each of~~ provided that the ~~NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during~~ donee or donees thereof agree to be bound in writing by the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7restrictions set forth herein, (ii) ~~$14.00 per share~~to Affiliates of ▇▇▇▇▇▇▇ where such Affiliates agree to be bound in writing by the restrictions set forth herein, ~~then each NET Power Holder, together~~ (iii) with ~~its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess~~ the prior written consent of the ~~NET Power Holders Price~~Company, (iv) to a nominee or custodian of a Person to whom a disposition or transfer would be permitted hereunder, provided that such nominee or custodian agrees to be bound in writing by the restrictions set forth herein, (v) following the consummation of a Qualified Public Offering, in transactions relating to shares of Common Stock or other securities acquired in open market transactions, or (vi) to any wholly-~~Based Shares described~~ owned subsidiary or any stockholders, partners, members or similar persons of ▇▇▇▇▇▇▇, provided that such Person agrees to be bound in writing by the restrictions set forth herein; provided that, in the ~~foregoing~~ case of this clause (i), (iv), (v) ~~(i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7,~~ and (~~iii) $16.00 per share~~vi), ~~then each NET Power Holder~~such transfers do not give rise to a requirement to disclose in any public report or filing with the SEC and ▇▇▇▇▇▇▇ does not otherwise voluntarily effect any public filing or report regarding such transfers. In addition, ~~together~~ if requested by the lead managing underwriter, in connection with ~~its Permitted Transferees~~a public offering, ~~may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock~~▇▇▇▇▇▇▇ shall enter into a customary lock-up ~~Shares, notwithstanding anything contained herein to~~ agreement with the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7lead managing underwriter. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Investor Securityholders Agreement (Realogy Corp), Support Agreement (Realogy Corp)

Lock-Up. Agreement. ------------------- (a) ~~Subject~~ Each Holder agrees, if so requested by the Company or an underwriter of Common Stock or other securities of the Company, not to ~~Sections 7(b~~sell, grant any option or right to buy or sell, or otherwise transfer or dispose in any manner (whether in privately-negotiated or open-market transactions) ~~and 7(c), each NET Power~~ of any Common Stock (or other securities) of the Company held by such Holder ~~agrees~~ during the 180-day period following the effective date of the registration statement filed under the Act in connection with the ~~Company that it~~initial public offering of the Common Stock, ~~he or she~~ provided that: (i) such agreement shall ~~not Transfer any Lock-up Shares of such NET Power Holder (if any and~~ apply only to the ~~extent applicable~~initial public offering of the Common Stock and (ii) all Holders, any holders of Common Stock whose securities are included in such registration statement, and all officers, directors and key employees of the Company shall also enter into, and be bound by, similar agreements. Such agreement shall be in writing and in a form satisfactory to the Company and such underwriter, and may be included in the underwriting agreement. The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of the ~~applicable Lock~~180-~~up Period~~ day period. No Holder shall be so restricted unless all shareholders are similarly and proportionally restricted. (~~the “Lock-up”). For the avoidance~~ b) Each Holder agrees that if, after its initial registered public offering of ~~doubt~~Common Stock, the ~~Lock-up shall not apply~~ Company proposes to offer any its Common Stock or other equity securities for sale to the public and: (i) if such Holder is an "affiliate" of the Company ~~Interests~~(e.g., ~~warrants~~ because a general partner of the Holder is a director of the Company) or otherwise holds beneficially or of record ten percent or more of the outstanding equity securities of the Company; (ii) if so requested by the Company or an underwriter of Common Stock or other securities of the Company; and (iii) if all other similarly situated "affiliates" and ten- percent beneficial holders are requested by the Company ~~(whether acquired in the open market~~and such underwriter to sign, ~~directly from the Company~~and actually do sign, ~~upon exercise of any warrants or otherwise) other than the Lock~~a lock-up ~~Shares. Nothing~~ agreement containing the restrictions described herein; then, such Holder will not sell, grant any option or right to buy or sell, or otherwise transfer or dispose in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any ~~NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and~~ manner to the ~~extent applicable) during the Lock~~public in open-~~up Period (i) to~~ market transactions any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (~~including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities~~ or other ~~property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b~~securities) of the ~~Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to~~ Company held by such Holder during the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading90-day period ~~commencing at least 15 days after~~ following the ~~Closing, exceeds (i) $12.00 per share, then each~~ effective date of the ~~NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during~~ registration statement filed under the ~~Lock-up Period without restriction under this Section 7~~ Act. Such agreement shall be in ~~an amount up~~ writing and in form and substance reasonably satisfactory to ~~one-third of~~ the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the likeHolder, the ~~“NET Power Holders Price~~Company and such underwriter. The Company may impose stop-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner transfer instructions with respect to the ~~Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect~~ securities subject to the ~~Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any~~ foregoing restriction until the end of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification90-day period. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Diamond Technology Partners Inc), Stock Purchase Agreement (Diamond Technology Partners Inc)

Lock-Up. Employee shall not, directly or indirectly, sell, encumber ------- or in any other manner transfer (aor enter into an agreement to transfer) ~~Subject to Sections 7(b~~Merger Shares (as defined below) ~~and 7(c~~during the period described in the following paragraph (the "Lock-Up Restriction"), ~~each NET Power Holder~~ except as set forth therein (and subject to compliance with applicable legal and all other requirements for transferring shares). The Lock-Up Restriction includes a prohibition on Employee, directly or indirectly, entering into any hedging, short sale or other transaction which could require Employee to transfer Merger Shares. Employee acknowledges that the Lock-Up Restriction shall apply notwithstanding the fact that Employee may have certain registration rights under that certain Registration Rights Agreement dated as of the date hereof by and among VSource and the shareholders of Online Transaction Technologies, Inc., and accordingly Employee acknowledges and agrees ~~with the Company~~ that ~~it,~~ he ~~or she~~ shall not ~~Transfer any Lock-up Shares of~~ be entitled to exercise such ~~NET Power Holder (if any and~~ registration rights to the extent ~~applicable)~~ the Lock-Up Restriction is in effect. The Lock-Up Restriction shall be in effect until the end of the ~~applicable Lock-up Period (~~sixth month following the ~~“Lock-up”)~~first anniversary of the date hereof. ~~For the avoidance of doubt~~However, the Lock-up Up Restriction shall ~~not apply to any Company Interests, warrants or other securities~~ automatically terminate if Employee is employed by VSource through the first 6 months of the ~~Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares~~date hereof. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of The Lock-Up Restriction shall automatically terminate as to all Merger Shares ~~during~~ if prior to the end of the sixth month period (i) VSource terminates Employee without cause, or (ii) VSource merges into or consolidates with any corporation or other entity, or transfers all or substantially all of its assets. VSource may direct its transfer agent to decline to execute any transfer of Merger Shares which appears to contravene the Lock-Up ~~Period. (b) Notwithstanding the provisions set forth in Section 7(a)~~Restriction, and VSource and transfer agent shall not have any ~~NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i)~~ liability to any of person for declining to execute any such ~~NET Power Holder’s Permitted Transferees; or (ii) in connection with~~ transfer based on a ~~liquidation, merger, stock exchange, reorganization, tender offer approved by~~ good faith belief that the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during transfer contravenes the Lock-Up ~~Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third~~ Restriction. Employee agrees that all Merger Shares shall be registered in his name during the term of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-~~up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement~~ Up Restriction and that VSource shall have the right to direct its transfer agent to place a restrictive legend on the ~~contrary~~certificates representing the Merger Shares, ~~it is understood and agreed that~~which legend will read substantially as follows: THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN AN EMPLOYMENT AGREEMENT DATED AS OF ______________, ~~(i) if any Time-Based~~ BETWEEN VSOURCE, INC. AND THE REGISTERED HOLDER. Upon a partial or complete termination of the Lock-~~up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement~~Up Restriction, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicableVSource, shall, ~~unless such person consents otherwise in writing, also be released in a proportionate manner, and~~ at the ~~same time or times~~request of Employee, as direct its transfer agent to remove such legend from the ~~other Time-Based~~ certificates representing the Mergers Shares that have been released from the Lock-~~up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in~~ Up Restriction. VSource shall bear the ~~Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any~~ cost of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence removal of such ~~amendment or modification~~legend. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 2 contracts

Sources: At Will Employment Agreement (Vsource Inc), At Will Employment Agreement (Vsource Inc)

Lock-Up. The Wealth Generators Members agree that each individually shall not transfer, offer, pledge, sell, contract to sell, grant any options for the sale of or otherwise dispose of, directly or indirectly, any INVU Shares through one (a1) ~~Subject to Sections 7(b) and 7(c)~~year from the Closing Date. If requested by an underwriter of Common Stock, each ~~NET Power Holder agrees~~ Wealth Generators Members will reaffirm the agreement set forth in this Section 1.5 in a separate writing in a form satisfactory to such underwriter. INVU may impose stop-transfer instructions with ~~the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and~~ respect to the ~~extent applicable) until~~ INVU Shares. Notwithstanding the ~~end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt~~foregoing, the ~~Lock-up~~ restrictions set forth in this Section 1.5 shall not apply to ~~any Company Interests, warrants or other securities~~ (A) the sale by a Wealth Generators Member of up to 20% per month of the ~~Company~~ INVU Shares held by such Wealth Generators Member commencing on the six (~~whether acquired in the open market~~6) month anniversary of this Agreement, ~~directly from the Company, upon exercise of any warrants~~ or ~~otherwise~~(B) ~~other than the Lock-up Shares. Nothing in this Section 7 shall prohibit~~ transfers (i) as a ~~NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act~~bona fide gift or gifts, provided that ~~such plan does not provide for~~ the ~~Transfer of Lock-Up Shares during~~ donee or donees thereof agree to be bound in writing by the ~~Lock-Up Period. (b) Notwithstanding the provisions~~ restrictions set forth ~~in Section 7(a)~~herein, any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) to any trust for the direct or indirect benefit of the Wealth Generators Member or the immediate family of the Wealth Generators Member, provided that the trustee of the trust agrees to be bound in ~~connection with a liquidation, merger, stock exchange, reorganization, tender offer approved~~ writing by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions restrictions set forth ~~in Section 7(a)~~herein, ~~the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter~~ and provided further that any such transfer shall not ~~be deemed~~ involve a ~~Transfer~~ disposition for value. For purposes of this Section ~~7. (d) With respect to Price-Based Lock-up Shares~~1.5, ~~notwithstanding anything contained herein~~ “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. All certificates representing the INVU Shares deliverable to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied Wealth Generators Members pursuant to this Agreement and any certificates subsequently issued with respect thereto or in substitution therefor shall bear a legend substantially as follows, in addition to any legend INVU determines is required pursuant to any applicable legal requirement including the standard legend required under the Securities Act of 1933, as amended: "The shares represented by this certificate may not be offered, sold, pledged, transferred or otherwise disposed of except in accordance with the requirements of the Securities Act of 1933, as amended, and the other conditions specified in that certain Contribution Agreement dated as of _____, 2017, copies of which agreements the Company will furnish, without charge, to the ~~Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any~~ holder of ~~the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and~~ this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationcertificate upon written request therefor. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof."

Appears in 1 contract

Sources: Contribution Agreement (Investview, Inc.)

Lock-Up. ~~(a) Subject to Sections 7(b) and 7(c)~~Notwithstanding any registration of the Registerable Securities under this Section 6.1, each ~~NET Power Holder~~ Shareholders hereby agrees ~~with~~ that the ~~Company that it~~Shareholder (and any Shareholder's Rightsholder-successor) will not sell, he assign, pledge, hypothecate or ~~she shall not Transfer~~ otherwise transfer any ~~Lock-up Shares~~ Registerable Securities for a period of six months following the Effective Time (the "Lock Up"); provided, however, that, subject to applicable federal securities laws, (i) an aggregate of 21,429 shares of Parent Preferred Stock issued as Merger Consideration pursuant to this Agreement (or the shares of Parent Common Stock issuable upon conversion into such shares of Parent Common Stock of such ~~NET Power Holder (if any and to the extent applicable~~aggregate 21,429 shares of Parent Preferred Stock) ~~until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up~~ shall ~~not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly~~ be exempt from the ~~Company~~Lock Up, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicableii) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, period commencing two months following the ~~Closing~~Effective Time and ending four months following the Effective Time, ~~the last sale price of the Class A Common Stock~~ each Shareholder (~~as adjusted for stock splits, stock dividends, reorganizations, recapitalizations~~ and ~~similar transactions~~any Shareholder's Rightsholder-successor) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may ~~Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount~~ sell up to one-third of the ~~Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees,~~ Registerable Securities (in ~~each~~ this case, in Parent Preferred Stock that the ~~aggregate~~ Shareholder received as Merger Consideration pursuant to this Agreement and/or Parent Common Stock received upon conversion of ~~immediately following~~ Parent Preferred Stock received as Merger Consideration pursuant to this Agreement) of the ~~Closing~~ Shareholder (and all of the ~~aggregate Price~~Shareholder's Rightsholder-~~Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations~~ successors) and ~~the like, the “NET Power Holders Price-Based Shares”~~(iii) during the ~~Lock~~period commencing four months following the Effective Time and ending six months following the Effective Time, each Shareholder (or the Shareholder's Rightsholder-~~Up Period without restriction under this Section 7, (ii~~successor) ~~$14.00 per share, then each NET Power Holder, together with its Permitted Transferees,~~ may ~~Transfer~~ sell up to an additional one-third of ~~its NET Power Holders Price-Based Shares in excess of~~ the ~~NET Power Holders Price-Based Shares described in the foregoing clause~~ Registerable Securities (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this ~~Agreement to the contrary~~case, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event Parent Preferred Stock that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied Shareholder received as Merger Consideration pursuant to this Agreement ~~with respect~~ and/or Parent Common Stock received upon conversion of Parent Preferred Stock received as Merger Consideration pursuant to this Agreement) of the ~~Time~~Shareholder (and all of the Shareholder's Rightsholder-~~Based Lock-up Shares or Price-Based Lock-up Shares~~successors); further, provided, however, that the Lock Up will automatically expire if, at any time during the term of the Lock Up, the closing price of Parent Common Stock, as ~~applicable~~reported by The Nasdaq Stock Market, ~~would also be favorable to~~ Inc. ("Nasdaq") (or, if Parent Common Stock is no longer listed on Nasdaq, by any exchange or other nationally recognized source of ~~the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to~~stock quotations, such ~~amendment or modification. In~~ as the ~~event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence~~National Association of Securities Dealers, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement Inc.'s Electronic Bulletin Board or the ~~governing documents of the Company and OpCo as of the date hereof~~Pink Sheets), shall equal or exceed $20.00 for twenty consecutive trading days.

Appears in 1 contract

Sources: Merger Agreement (Surge Components Inc)

Lock-Up. ~~(a) Subject to Sections 7(b)~~ i. From the Closing and ~~7(c)~~until February 16, each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period 2022 (the “~~Lock-up~~Lockup Release Date”), without the prior approval of the Company, Medytox shall not Dispose of (x) any of the Securities, together with any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, and (y) any Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the shares of Common Stock described in clause (x) of this sentence (collectively (x) and (y), the “Lockup Shares”); provided, however, that, beginning 12 months after the Closing, the foregoing restrictions shall not prohibit Medytox from entering into a Permitted Pledge. ii. The parties agree that: (w) from February 16, 2022 to September 16, 2023, Medytox may Dispose of up to 25% of the Lockup Shares; (x) from September 16, 2023 to September 16, 2024, Medytox may Dispose of up to an additional 25% of the Lockup Shares (in addition to any Lockup Shares not Disposed of under Section 4(e)(ii)(w) above); (y) from September 16, 2024 to September 16, 2025, Medytox may Dispose of up to an additional 25% of the Lockup Shares (in addition to any Lockup Shares not Disposed of under Sections 4(e)(ii)(w) and (x) above); and (z) from September 16, 2025, Medytox may Dispose of the remaining 25% of the Lockup Shares (in addition to any Lockup Shares not Disposed of under Sections 6(d)(ii)(w), (x) and (y) above). For clarity, Medytox may Dispose of any or all Lockup Shares from and after September 16, 2025. iii. Notwithstanding the ~~avoidance~~ limitations on Disposing the Lockup Shares set forth in this Section 4(e), Medytox shall be permitted to transfer any number of ~~doubt,~~ the ~~Lock-up shall not apply~~ Lockup Shares (x) at any time to any ~~Company Interests~~Affiliate of Medytox, ~~warrants~~ provide such Affiliate agrees in writing to be subject to the terms and conditions of this Agreement and Medytox shall remain liable for any breach of such terms and conditions hereof by such Affiliate, (y) in connection with any transaction resulting in, or ~~other securities~~ expected to result in, a change in control of over 50% of the equity ownership or voting control of the Company (~~whether acquired in the open market~~including by way of merger, ~~directly from the Company~~purchase of equity or assets, ~~upon exercise of any warrants~~ third party tender offer, or ~~otherwise)~~ other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(asubstantially similar transactions), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (iiz) ~~in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved~~ at any time following any material breach of the Settlement Agreement by the ~~Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock~~ Company (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationapplicable cure periods contained therein). (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Share Issuance Agreement (Evolus, Inc.)

Lock-Up. (a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during During the Lock-up Period (i) as defined below), the Holders irrevocably agree that they will not, without Purchaser’s written consent, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Class A common stock, par value $0.0001 per share, of Purchaser (the “Purchaser Common ~~Stock (~~Stock”), including any ~~Company Interests~~ SPAC New Common Shares issued pursuant to the BC Agreement, or any securities convertible into, exercisable for or exchangeable for shares of Purchaser Common Stock ~~in connection therewith) for cash~~(such convertible securities, ~~securities~~ together with the Purchaser Common Stock, the “Lock-up Securities”), enter into a transaction that would have the same effect, or enter into any swap, hedge or other ~~property subsequent~~ arrangement that transfers to another, in whole or in part, any of the ~~Closing Date~~economic consequences of ownership of such Lock-up Securities, whether any of these transactions are to be settled by delivery of any such Lock-up Securities, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of Purchaser. (b) In furtherance of the foregoing, Purchaser will (i) place an irrevocable stop order on all Lock-up Securities, including those which may be covered by a registration statement, and (ii) notify Purchaser’s transfer agent in writing of the stop order and the restrictions on such Lock-up Securities under this Agreement and direct Purchaser’s transfer agent not to process any attempts by the Holders to resell or transfer any Lock-up Securities, except in compliance with this Agreement. (c) ~~Notwithstanding~~ For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the ~~provisions set forth in Section 7(a~~Securities Exchange Act of 1934, as amended (the “Exchange Act”), ~~the retirement~~ and all types of ~~shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed~~ direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a ~~Transfer for purposes of this Section 7~~total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) ~~With respect to Price-Based~~ For purpose of this Agreement, the “Lock-up ~~Shares, notwithstanding anything contained herein to~~ Period” means the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) period commencing on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days Closing Date and ending twelve months after the Closing~~, exceeds (i) $12.00 per share, then each of~~ . The restrictions set forth herein shall not apply to the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transfereesfollowing, in each ~~case~~case where such transferee agrees in writing to be bound by the terms of this Agreement: (1) transfers or distributions to the Holders current or former general or limited partners, in managers or members, stockholders, other equity holders or direct or indirect affiliates (within the ~~aggregate as~~ meaning of ~~immediately following~~ Rule 405 under the ~~Closing (the aggregate Price-Based Lock-up Shares~~Securities Act of 1933, as ~~adjusted for stock splits, stock dividends, reorganizations, recapitalizations and~~ amended) or to the ~~like~~estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holders immediate family or to a trust, the ~~“NET Power~~ beneficiary of which is the Holders ~~Price-Based Shares”~~or a member of the Holders immediate family for estate planning purposes; (3) ~~during~~ by virtue of the ~~Lock-Up Period without restriction under this Section 7~~laws of descent and distribution upon death of the Holders; (4) by operation of law, such as pursuant to a qualified domestic relations order or as required by a divorce settlement, (ii5) ~~$14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up~~ transfers to ~~an additional one-third of its NET Power Holders Price-Based Shares in excess of~~ any charitable foundation controlled by the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, ~~together with their Permitted Transferees, may Transfer~~ its members or stockholders or any of their ~~Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7.~~ respective immediate family; or (f6) ~~Notwithstanding anything~~ transfers whereby there is no change in ~~this Agreement~~ beneficial ownership; and provided further, that in each transfer pursuant to ~~the contrary~~clauses (1) through (6) above, ~~it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder~~ no filing or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or public announcement under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended Exchange Act or otherwise ~~modified~~ is required or voluntarily made by any party in ~~a manner~~ connection with ~~respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and~~ such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationtransfer. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Lock Up Agreement (Financial Strategies Acquisition Corp.)

Lock-Up. (a) ~~Subject to Sections 7(b)~~ Sellers and ~~7(c), each NET Power Holder agrees with the Company that it, he or she~~ Owner shall not ~~Transfer~~ offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any ~~Lock-up Shares of such NET Power Holder~~ rights (if collectively, a “Disposition”) with respect to any ~~and to the extent applicable) until the end~~ of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) Shares other than (i) as a bona fide gift or gifts, provided that the ~~Lock-up Shares. Nothing~~ donee or donees thereof agree in writing to be bound by the restrictions contained in this Section ~~7 shall prohibit~~ 4.14; (ii) with respect to sales or purchases of additional common shares of NHC acquired or disposed of on the open market after Closing; (iii) with respect to sales or purchases between Sellers or Owner and any other person or entity that is subject to a ~~NET Power Holder from~~ lock up agreement containing the ~~establishment~~ terms and conditions essentially identical to those set forth in this Section 4.14; or (iv) with the prior written consent of ~~a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act~~NHC, ~~provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period~~which may be granted or withheld in NHC’s sole discretion. (b) ~~Notwithstanding~~ The restrictions in this Section 4.14 do not, however, preclude Sellers’ or Owner’s exercise of warrants or options to purchase additional common shares of NHC during the ~~provisions~~ restrictive period set forth in this Section ~~7(a), any NET Power Holder~~ 4.14 or ~~its Permitted Transferees may Transfer~~ the ~~Lock-up Shares~~ Disposition of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their common shares of ~~Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date~~NHC which are not Shares. (c) ~~Notwithstanding~~ Each Seller and Owner agrees and consents to NHC’s entry of a stop transfer instructions with its transfer agent and registrar against the ~~provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b)~~ transfer of the ~~Charter shall not be deemed a Transfer for purposes of this Section 7~~Shares. (d) ~~With respect to Price-Based Lock-up Shares~~Each Seller and Owner agrees that the certificate or certificates representing the Shares shall bear restrictive legends acknowledging the restrictions on transfer set forth in this Section 4.14, ~~notwithstanding anything contained herein to~~ and such legend shall be substantially in the ~~contrary~~following form: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE [Day that is ~~the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days~~ 4 months after the Closing] “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, ~~exceeds~~ THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iTHE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS (A) ~~$12.00 per share~~SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF ITS COUNSEL, ~~then each of the NET Power Holders~~IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY AND REASONABLY CONCURRED IN BY THE COMPANY’S COUNSEL, ~~together with its Permitted Transferees~~THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF A CERTAIN PURCHASE AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER NAMED THEREIN, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted TransfereesPROVIDING FOR, ~~in each case~~AMONG OTHER THINGS, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based SharesCERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4.14 THEREOF. A COPY OF SUCH PURCHASE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) ~~With respect~~ NHC shall use its commercially reasonable efforts to ~~Time-Based Lock-up Shares, notwithstanding anything contained herein to~~ comply with the ~~contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as~~ periodic reporting requirements of the ~~date hereof is~~ Securities Exchange Act of 1934, such that, without limitation, Owner shall be able to resell the ~~NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after~~ Shares under Rule 144 of the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7Securities Act. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the The restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this ~~Agreement~~ Section 4.14 shall automatically terminate without further action by any person or entity in accordance with the ~~governing documents~~ following schedule: (i) On the one-year anniversary of the ~~Company and OpCo as~~ Closing, the restriction set forth in Section 4.14(a) shall cease to apply to 25% of the ~~date hereof~~aggregate Shares. (ii) On the fifteen-month anniversary of the Closing, the restriction set forth in Section 4.14(a) shall cease to apply to an additional 25% of the aggregate Shares. (iii) On the eighteen-month anniversary of the Closing, the restriction set forth in Section 4.14(a) shall cease to apply to an additional 25% of the aggregate Shares. (iv) On the twenty-one month anniversary of the Closing, the restriction set forth in Section 4.14(a) shall cease to apply to the remaining 25% of the aggregate Shares.

Appears in 1 contract

Sources: Purchase Agreement (Nobilis Health Corp.)

Lock-Up. (a) Subject to ~~Sections 7(b) and 7(c~~the exclusions in Section 2.1(c), ~~each NET Power~~ the Holder agrees ~~with the Company that it, he or she shall~~ not to Transfer any Lock-up Acquiror Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) ~~Notwithstanding the provisions set forth~~ The Holder represents and warrants that it is not and will not, and has not caused or directed any of its direct or indirect affiliates to be or become, party to any agreement or arrangement that provides for, is designed to, or which reasonably could be expected to lead to or result in ~~Section 7(a),~~ any ~~NET Power Holder or its Permitted Transferees may Transfer the~~ Prohibited Activity in respect of Lock-up Acquiror Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing DatePeriod. (c) Notwithstanding the provisions ~~set forth~~ in Section ~~7(a~~2.1(a) and Section 2.1(b), the ~~retirement of shares of Class B Common Stock~~ Holder may do the following: (i) Transfer any Lock-up Acquiror Shares pursuant to ~~Section 4.3(b~~a Change of Control Transaction, provided that in the event that such Change of Control Transaction is not completed, the Lock-up Acquiror Shares shall remain subject to the provisions of this Agreement; (ii) Transfer the Lock-up Acquiror Shares to an Affiliate; (iii) provided the Holder is a corporation, partnership, limited liability company, trust or other business entity, Transfer the Lock-up Acquiror Shares (i) directly or indirectly, to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the ~~Charter shall~~ Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by, advising or advised by, or under common control, management or advisement with the Holder or affiliates of the Holder (including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (ii) as part of a Transfer without consideration by the Holder to its direct or indirect members or stockholders or any affiliate of the Holder, or its current partners (general or limited), members, beneficiaries or other equity holders, or to the estates of any such stockholders, partners, beneficiaries or other equity holders; or (iv) enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act after the Closing Date relating to the Transfer, if then permitted by the Acquiror, provided that the securities subject to such plan may not be ~~deemed a Transfer for purposes~~ Transferred until after the expiration of ~~this Section 7. (d) With respect to Price-Based~~ the Lock-up ~~Shares, notwithstanding anything contained herein to~~ Period and no public announcement or filing under the ~~contrary, if, following~~ Exchange Act shall be required or shall be voluntarily made by any person regarding the ~~Closing, the last sale price~~ establishment of ~~the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which~~ such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares plan during the Lock-up ~~Period without restriction~~ Period; provided, that (x) in the case of clauses (ii) and (iii) above, it shall be a condition to the Transfer that (A) the Affiliate, transferee or distributee, as the case may be, enters into an agreement with Acquiror pursuant to which it agrees in writing to be bound by the restrictions set forth herein, and there shall be no further Transfer of such Acquiror Shares except in accordance with this Lock-Up Agreement, (B) such Transfer shall not involve a disposition for value, and (C) no filing under ~~this~~ Section ~~7 in an amount up to one-third~~ 16 of the ~~Price-Based Lock-up~~ Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of Acquiror Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) shall be required or shall be voluntarily made during the Lock-Up Period ~~without restriction under this Section 7~~(other than any required Form 5 filing) and (y) for the avoidance of doubt, ~~(ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may~~ Holder shall not Transfer up any Escrow Shares until such time that such shares have been released from escrow and issued to ~~an additional one-third of its NET Power Holders Price-Based Shares in excess~~ the Holder pursuant to the terms of the ~~NET Power Holders Price~~Share Purchase Agreement and the Escrow Agreement. (d) The Holder also agrees and consents to the entry of stop transfer instructions with the Acquiror’s transfer agent and registrar against the Transfer of the Lock-~~Based~~ up Acquiror Shares ~~described~~ except in compliance with the foregoing ~~clause (i) (i.e.~~restrictions. By default, the Acquiror will use reasonable best efforts to instruct the transfer agent and registrar to remove stop transfer instructions using a “first in, first out” methodology if less than all of the Lock-up Acquiror Shares are to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7be released. (e) ~~With respect~~ In the event that a release is granted to ~~Time~~a Lockup Stockholder (other than Holder) that is an officer or director of the Company or a 1.5% Holder (each a “Triggering Person”) under such Triggering Person’s respective Lockup Agreement relating to the lock-~~Based~~ up restrictions set forth therein (a “Triggering Release”), the same percentage of Holder’s Lock-up ~~Shares, notwithstanding anything contained herein to~~ Acquiror Shares as the ~~contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as~~ percentage of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up ~~Period without restriction~~ Acquiror Shares being released under ~~this Section 7. (f) Notwithstanding anything in this~~ such Triggering Person’s Lockup Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner represent with respect to the ~~Sponsor Time-Based~~ total number of Lock-up Acquiror Shares held by such Triggering Person shall be immediately and fully released on the same terms from lock-up restrictions set forth herein. Notwithstanding the foregoing, no waiver, termination, release or ~~Sponsor Price-Based~~ other consent will constitute a Triggering Release if the aggregate number of shares of Lock-up Up Acquiror Shares ~~favorable~~ released as to ~~Sponsor~~ any Lockup Stockholder and ~~such amendment~~ his, her or ~~modification, if applied to this Agreement with respect~~ its Affiliates (whether in one or multiple releases) has a value not greater than $5,000,000 (measured based on the closing price of Acquiror Shares on the trading day prior to the ~~Time-Based Lock-up Shares~~ waiver or ~~Price-Based Lock-up Shares,~~ release as ~~applicable, would also be favorable to any of~~ reported on the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationNew York Stock Exchange). (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Lock Up Agreement (DoorDash, Inc.)

Lock-Up. (a) ~~Subject to Sections 7(b)~~ ▇▇▇▇▇▇▇▇ agrees, for herself and ~~7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end~~ on behalf of the ~~applicable Lock~~Additional Parties, that for a period of twenty-~~up Period~~ four (24) months following the date hereof (the “Lock-upUp Period”), ▇▇▇▇▇▇▇▇ and the Additional Parties will not, without the prior written consent of the Company, sell, offer to sell, contract or agree to sell, hypothecate, pledge or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of Common Stock or any notes or other securities convertible into Common Stock, including the ▇▇▇▇▇▇▇▇ Notes, except as provided herein. ~~For the avoidance of doubt, the Lock-up~~ The foregoing sentence shall not apply to (a) bona fide gifts, provided the recipient thereof agrees in writing to be bound by the terms of this Agreement, (b) dispositions to any ~~Company Interests, warrants~~ trust for the direct or ~~other securities~~ indirect benefit of the ~~Company~~ undersigned and/or the immediate family of ▇▇▇▇▇▇▇▇, and (~~whether acquired in~~ c) disposition of up to $25,000 principal amount of the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant Notes to ~~Rule 10b5-1 promulgated under the Exchange Act~~▇▇▇▇▇▇▇▇’▇ attorney, provided that such ~~plan does~~ attorney agrees in writing to be bound by the terms of this Agreement. In addition, to the extent that any Common Stock held by any of the Additional Parties represents “Founders’ Stock” acquired by an original investor prior to the completion of the merger that resulted in the Company becoming a public company, such Additional Parties shall not ~~provide for~~ be subject to the ~~Transfer~~ restrictions of this Lock-Up ~~Shares during~~ solely with respect to such original Founders’ shares. With the exeption of the notes or shares reprenting the Leak-Out Amount (asd defined below), all shares of Common Stock, ▇▇▇▇▇▇▇▇ Notes and other convertible notes that are covered by and subject to the terms of this Lock-upshall bear an appropriate legend evidencing the limitations concerning the sale, pledge or other transfer thereof, both under appropriate securities laws and the terms of this Lock-Up ~~Period~~Agreement. (b) Notwithstanding the provisions ~~set forth in~~ of paragraph (a) of this Section ~~7(a)~~1, ~~any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable)~~ during the Lock-~~up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation~~Up Period, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their ▇▇▇▇▇▇▇▇ may sell shares of Common ~~Stock (~~Stock, including shares into which any ~~Company Interests exchangeable for shares of Common Stock in connection therewith) for cash~~▇▇▇▇▇▇▇▇ Notes have been converted, ~~securities~~ or ~~other property subsequent to~~ the ~~Closing Date. (c) Notwithstanding~~ ▇▇▇▇▇▇▇▇ Notes themselves, provided that the ~~provisions set forth in Section 7(a), the retirement~~ aggregate number of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for that she may sell in any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) calendar quarter during the Lock-Up Period ~~without restriction under this Section 7~~may not exceed 3,000,000 shares of Common Stock, inclusive of shares into which any transferred ▇▇▇▇▇▇▇▇ Note is convertible (~~ii) $14.00 per share~~the “Leak-Out Amount”), ~~then each NET Power Holder~~and provided further that the shares represented by the Leak-Out Amount, ~~together with its Permitted Transferees~~including those into which any ▇▇▇▇▇▇▇▇ Note is convertible, may ~~Transfer up~~ only be sold to ~~an additional one~~▇▇▇▇▇ ▇ ▇▇▇▇▇▇ and/or BullBear Ventures (collectively, “▇▇▇▇▇▇”) in a private sale or series of private sales, it being understood that there shall be no contractual restriction on ▇▇▇▇▇▇’▇ ability to immediately re-~~third of its NET Power Holders Price~~sell the acquired shares that comprise the Leak-~~Based Shares in excess~~ Out Amount, including through the public markets. Notwithstanding the foregoing, all parties agree and acknowledge that the transfer of the ~~NET Power Holders Price~~Leak-~~Based Shares described in the foregoing clause (i) (i.e., up~~ Out Amount to ~~two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7~~▇▇▇▇▇▇, and ~~(iii) $16.00 per share~~all subsequent sales of the Notes or the Underlying Shares by ▇▇▇▇▇▇, ~~then each NET Power Holder~~are subject to compliance with all applicable securities laws, ~~together with its Permitted Transferees~~including the Securities Act of 1933, ~~may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7~~as amended. (ec) ~~With respect~~ ▇▇▇▇▇▇▇▇ represents that she has the power and authority to ~~Time-Based~~ bind the Additional Parties to this Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, Up Agreement and that she shall be responsible for any ~~20 trading days within any 30 consecutive trading-day period commencing at least six months after the date~~ sale of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder stock or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned notes by the ~~NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in~~ Additional Parties which violate the terms of this ~~Agreement or the governing documents of the Company and OpCo as of the date hereof~~Agreement.

Appears in 1 contract

Sources: Lock Up Agreement (Omnimmune Holdings, Inc.)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c)~~The Stockholder agrees that, ~~each NET Power Holder agrees with~~ without the ~~Company that it~~express prior written consent of Hach, he or she ~~shall~~ will not ~~Transfer~~ offer, sell, make any ~~Lock-up Shares of such NET Power Holder (if~~ short sale of, loan, encumber, grant any ~~and to~~ option for the ~~extent applicable) until the end of the applicable Lock-up Period~~ purchase of, or otherwise dispose of, by private placement, brokers' transaction or otherwise (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a"RESALE RESTRICTIONS"), any ~~NET Power Holder~~ Hach Shares for a period of 180 days after the Effective Time (the "LOCK-UP PERIOD"). The foregoing Resale Restrictions are expressly agreed to preclude the holder of the Hach Shares from engaging in any hedging or ~~its Permitted Transferees~~ other transaction which may ~~Transfer the Lock-up~~ lead to or result in a sale of Hach Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ during the Lock-up Period even if such Hach Shares would be sold by someone other than the Stockholder. Such prohibited hedging or other transactions would include without limitation any short sale (iwhether or not against the box), any pledge or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of ~~such NET Power Holder’s Permitted Transferees; or~~ the Hach Shares. (iib) ~~in connection~~ The Stockholder agrees and consents to the entry of stop transfer instructions with ~~a liquidation, merger, stock exchange, reorganization, tender offer approved~~ the transfer agent for Hach's Common Stocks against any transfer of shares of Hach's Common Stocks by the ~~Board or a duly authorized committee thereof or other similar transaction which results~~ Stockholder in ~~all~~ contravention of the ~~Company’s Stockholders having~~ Resale Restrictions. The Stockholder understands that Hach has relied upon the ~~right to exchange their shares~~ representations set forth in this letter in proceeding with the Registration Statement. The Stockholder understands that the agreements of ~~Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash~~the Stockholder are irrevocable and shall be binding upon the Stockholder's heirs, ~~securities or other property subsequent to the Closing Date~~legal representatives, successors and assigns. (c) Notwithstanding the ~~provisions set forth in Section 7(a)~~foregoing, the ~~retirement~~ Stockholder may transfer any or all the Hach Shares either during his lifetime or on death by will or intestacy to (i) his immediate family or (ii) to a trust the beneficiaries of ~~shares~~ which are exclusively the undersigned and/or a member or members of ~~Class B Common Stock pursuant~~ his immediate family, or (iii) to ~~Section 4.3(b)~~ a charitable remainder trust the lifetime beneficiaries of which are exclusively the ~~Charter~~ undersigned and/or a member or members of his immediate family; provided, however, that in any such case it shall ~~not~~ be ~~deemed~~ a ~~Transfer for~~ condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Hach Shares subject to the provisions of this Lock-up Agreement, and there shall be no further transfer of such Hach Shares except in accordance with the Lock-up Agreement. For purposes of this ~~Section 7~~paragraph, "IMMEDIATE FAMILY" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor. (d) ~~With~~ Notwithstanding the foregoing, the restrictions set forth in Section 3(a) of this Agreement shall terminate: (i) with respect to ~~Price-Based Lock-up~~ Hach Common Stock which Stockholder holds as part of the Hach Shares, ~~notwithstanding anything contained herein to~~ on the ~~contrary, if,~~ third business day following the ~~Closing,~~ date on which the ~~last sale~~ closing price of ~~the~~ one share of such class of stock, as quoted on The National Association of Securities Dealers Automated Quotations - National Market System ("NASDAQ CLOSING PRICE"), is less than [80% OF MERGER CLOSING VALUE]; (ii) with respect to Hach Class A Common Stock which Stockholder holds as part of the Hach Shares, on the third business day following the date on which the NASDAQ Closing Price of one share of such class of stock is less than [80% OF MERGER CLOSING VALUE]; or (~~as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”~~iii) on the ~~principal exchange on which such securities are then listed or quoted, which as~~ tenth day following written notice from the Stockholder to Hach that a material breach of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or Hach's obligations under the ~~Sponsor Letter Agreement, as applicable, then~~ Merger Agreement has occurred; provided however that Hach shall have the ~~Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless~~ right to cure such ~~person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to~~ breach during such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationten day period. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Lock Up Agreement (Hach Co)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power~~ Each Holder hereby agrees ~~with the Company~~ that ~~it, he or she shall~~ it will not Transfer any Shares (collectively, such Holder’s “Lock-~~up Shares of such NET Power Holder (if any and to the extent applicable~~Up Shares”) until ~~the end of the applicable Lock-up Period~~ (the “Lock-upUp Term”~~). For~~ ) twelve (12) months after the ~~avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities~~ consummation of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up PeriodMerger. (b) Notwithstanding the ~~provisions~~ foregoing restrictions on Transfer set forth in Section ~~7(a~~2(a), ~~any NET Power~~ each Holder or may: (i) Transfer its ~~Permitted Transferees may Transfer the~~ Lock-up Up Shares to any Permitted Transferee; (ii) Transfer any shares of Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after the effective time of the Merger; provided, however, that no such ~~NET Power Holder~~ transaction is required to be, or is, publicly announced (~~if any and to the extent applicable~~whether on Form 4, Form 5 or otherwise) during the Lock-~~up Period~~ Up Term; (iiii) exercise any options or warrants to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their purchase shares of Common Stock (~~including~~ which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, however, that such Holder shall otherwise comply with any ~~Company Interests exchangeable for~~ restrictions on Transfer applicable to such underlying shares of Common Stock; (iv) Transfer any shares of Common Stock issuable upon exercise of any options that expire during the Lock-Up Term to the Company to satisfy tax withholding obligations as permitted by the compensation committee of the board of directors of the Company in its discretion pursuant to the Company’s equity incentive plans or arrangements; (v) Transfer its Lock-Up Shares or other securities convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by the Company of the Holder’s Lock-Up Shares or other securities in connection ~~therewith~~with the termination of such Holder’s service to the Company; (vi) Transfer its Lock-Up Shares pursuant to a trading plan established under Rule 10b5-1 under the Exchange Act established after the date hereof during any trading window under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy as then in effect, the terms of which shall be mutually agreed to by the parties hereto; provided, that, to the extent a public announcement or filing under the Exchange Act, if any, is required regarding such transfer, such announcement or filing shall include a statement that such transfer was made pursuant to such a trading plan established prior to the date hereof; (vii) Transfer its Lock-Up Shares in transactions approved by the board of directors of the Company in its discretion to satisfy any U.S. federal, state, or local income tax obligations of such Holder (or its direct or indirect owners) arising from a change in the Code, or the Regulations after the date on which the Merger Agreement was executed by the parties, and such change prevents the Merger from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Merger does not qualify for ~~cash, securities~~ similar tax-free treatment pursuant to any successor or other ~~property subsequent~~ provision of the Code or Regulations taking into account such changes). provided, however, that in the case of any Transfer or distribution pursuant to Subsection 2(b)(i), (x) in each case such transferees must enter into a written agreement agreeing to be bound by this Agreement, including the restrictions on Transfer set forth in Section 2(a), and (y) such Permitted Transferee (other than a Permitted Transferee (i) as defined in clause (E) or (F) thereof, or (ii) to whom a Transfer was made as part of a liquidating distribution) agrees to promptly Transfer such Lock-Up Shares back to such Holder if such Permitted Transferee ceases to be a Permitted Transferee for any reason prior to the ~~Closing Date~~end of the Lock-Up Term. (c) Notwithstanding anything to the ~~provisions set forth~~ contrary, in ~~Section 7(a),~~ connection with any offering by the ~~retirement~~ Company of shares of ~~Class B~~ Common Stock ~~pursuant~~ for cash during the Lock-Up Period, the Holder shall be permitted to ~~Section 4.3(b~~have an amount of Lock-Up Shares mutually determined by the Holder and the Company (the “Offering Eligible Shares”) included for resale in such offering and the restrictions prescribed hereby shall be deemed waived with respect to such sale by the Holder provided such inclusion for resale complies with the terms of the ~~Charter shall not be deemed a Transfer for purposes of this Section 7~~Registration Rights Agreement entered into by the parties simultaneously herewith. (d) ~~With respect to Price-Based Lock~~It is acknowledged that the Company is entering into lock-up ~~Shares~~agreements with other holders of Common Stock in connection with the transactions contemplated by the Merger Agreement. In the event the Company releases any such holders from the restrictions of such lockup agreements, ~~notwithstanding anything contained herein~~ it shall release Holder under the terms hereof to the ~~contrary, if, following~~ same extent on a pro rata basis such that the ~~Closing,~~ proportion of Holder’s shares released shall be equal to the ~~last sale price of the Class A Common Stock (as adjusted~~ proportion released for ~~stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which~~ such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7other holders, and ~~(iii) $16.00 per share, then each NET Power Holder, together~~ shall provide Holder with ~~its Permitted Transferees, may Transfer any~~ prompt notice of ~~its NET Power Holders Price-Based Shares without restriction under this Section 7~~such release. (e) ~~With respect to Time-Based~~ Each of the Holders acknowledges and agrees that any purported Transfer of Lock-~~up Shares~~Up Shares in violation of this Agreement shall be null and void ab initio, ~~notwithstanding anything contained herein~~ and the Company shall not be required to ~~the contrary, if, following the Closing, the trading share price on the principal exchange on which~~ register any such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7purported Transfer. (f) ~~Notwithstanding anything in this Agreement~~ Each of the Holders agrees and consents to the ~~contrary, it is understood~~ entry of stop transfer instructions with the Company’s transfer agent and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to registrar against the Transfer of the ~~Company Interests Beneficially Owned by~~ Shares except in compliance with the ~~NET Power Holders~~ foregoing restrictions and ~~their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or~~ to the ~~governing documents~~ addition of a legend to such Holder’s Shares describing the ~~Company and OpCo as of the date hereof~~foregoing restrictions.

Appears in 1 contract

Sources: Lock Up Agreement (Appgate, Inc.)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power~~ Each Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the ~~Lock-up Shares. Nothing in this Section 7 shall prohibit~~ Underwriter Holders) severally, and not jointly, agrees with PubCo not to effect any Transfer, or make a ~~NET Power Holder from the establishment~~ public announcement of ~~a trading plan pursuant~~ any intention to ~~Rule 10b5-1 promulgated under the Exchange Act~~effect such Transfer, ~~provided that such plan does not provide for the Transfer~~ of any Lock-Up Shares (as defined below) Beneficially Owned or otherwise held by such Person during the Lock-Up ~~Period.~~ Period (bas defined below) ~~Notwithstanding the provisions set forth in Section 7(a)~~applicable to such Person; provided, ~~any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of~~ that such ~~NET Power Holder (if any and~~ prohibition shall not apply to ~~the extent applicable) during the Lock-up Period~~ Transfers (i) permitted pursuant to ~~any of such NET Power Holder’s Permitted Transferees; or~~ Section 4.2, (ii) permitted pursuant to Article III, (iii) to PubCo of Class V Voting Stock Beneficially Owned by the Members in connection with ~~a liquidation, merger, stock exchange, reorganization, tender offer approved~~ the sale by the ~~Board or a duly authorized committee thereof or other similar transaction which results~~ Members to the Operating Company of any Redeemed Post-Closing Company Units in ~~all~~ accordance with the BCA, (iv) by any Member following the Member Lock-Up Period (as defined below), (v) pursuant to the exchange of Class A Common Units for Class A Common Stock and of Class V Voting Stock for Class A Common Units in accordance with the terms and conditions of the ~~Company’s Stockholders having~~ Company A&R LLCA, (vi) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ following the ~~right to exchange their shares of Common Stock~~ ▇▇▇▇▇▇ Lock-Up Period (~~including~~ as defined below), or (vii) by any ~~Company Interests exchangeable for shares of Common Stock in connection therewith~~Founder Holder other than ▇▇▇▇▇▇ ▇▇▇▇▇▇ following the Founder Holder Lock-Up Period (as defined below). The “Member Lock-Up Period” shall be the period commencing on the Closing Date and continuing until the date that is nine (9) ~~for cash, securities or other property subsequent to~~ months after the Closing Date~~. (c) Notwithstanding the provisions set forth in Section 7(a)~~; provided that, the ~~retirement~~ Member Lock-Up Period with respect to any Members Earnout Company Units and the Earnout Voting Shares shall not end prior to the date that such Members Earnout Company Units and Earnout Voting Shares are earned in accordance with the BCA. The “▇▇▇▇▇▇ Lock-Up Period” shall be the period commencing on the Closing Date and continuing until the date that is twenty-four (24) months after the Closing Date. The “Founder Holder Lock-Up Period” shall be (i) (x) with respect to 50% of the shares of Class A Common Stock issued in connection with the Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the ClosingConversion, the ~~last sale~~ earlier of (A) one year after the Closing Date and (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, ~~reorganizations, recapitalizations~~ reorganizations and ~~similar transactions~~recapitalizations) ~~(the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE,~~ for any 20 trading days within any ~~30 consecutive trading~~30-trading day period commencing ~~at least 15 days~~ after the ~~Closing~~Closing Date, ~~exceeds~~ and (iy) ~~$12.00 per share, then each~~ with respect to the remaining 50% of the ~~NET Power Holders~~shares of Class A Common Stock issued in connection with the Class B Common Stock Conversion, ~~together with its Permitted Transferees~~one year after the Closing Date, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transfereesor earlier, in each case, ~~in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like~~if, the ~~“NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7~~Company consummates a subsequent liquidation, ~~(ii) $14.00 per share~~merger, ~~then each NET Power Holder~~capital stock exchange, ~~together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares~~ reorganization or other similar transaction that results in ~~excess~~ all of the ~~NET Power Holders Price-Based Shares described in~~ Company’s stockholders having the ~~foregoing clause (i) (i.e.~~right to exchange their shares of Class A Common Stock for cash, ~~up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7~~securities or other property, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if with respect to any ~~Price-Based~~ (x) Private Placement Units (or any securities underlying the Private Placement Units, including the shares of Class A Common Stock and the Warrants included in the Private Placement Units and the shares of Class A Common Stock issued or issuable upon exercise of such Warrants) held by them or (y) any Warrants (or any shares of Class A Common Stock issued or issuable upon the exercise of the Warrants) held by them, until 30 days after the Closing Date. “Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner Up Period” means with respect to the ~~Sponsor Time-Based~~ Members (including any Person who succeeds to such Member’s rights under this Investor Rights Agreement pursuant to Section 5.1), the Member Lock-~~up Shares or Sponsor Price-Based~~ Up Period, with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇ (including any Person who succeeds to his rights under this Investor Rights Agreement pursuant to Section 5.1), the ▇▇▇▇▇▇ Lock-~~up Shares favorable to Sponsor~~ Up Period, and ~~such amendment or modification, if applied to this Agreement~~ with respect to the ~~Time-Based~~ Founder Holders other than ▇▇▇▇▇▇ ▇▇▇▇▇▇ (including any Person who succeeds to such Founder Holder’s rights under this Investor Rights Agreement pursuant to Section 5.1), the Founder Holder Lock-~~up Shares or Price-Based~~ Up Period. “Lock-up Up Shares~~, as applicable, would also be favorable to any of~~ ” means the ~~NET Power~~ Equity Securities in PubCo and the Operating Company held by the Holders, ~~each such NET Power Holder shall be afforded the benefits of~~directly or indirectly, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the ~~date hereof~~Closing Date, including the Warrants (or any shares of Class A Common Stock resulting from the exercise of any Warrant), Class A Common Stock, Class V Voting Stock, and the Class A Common Units held by the Members or the Founder Holders as of the Closing Date; provided that, solely with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇, such term shall only apply to Equity Securities held directly by ▇▇. ▇▇▇▇▇▇ and any Equity Securities which are distributed or distributable by the Sponsor to ▇▇. ▇▇▇▇▇▇.

Appears in 1 contract

Sources: Business Combination Agreement (FG New America Acquisition Corp.)

Lock-Up. (a) Subject to ~~Sections 7(b~~the exclusions in Section 2.01(b) and ~~7(c), each NET Power~~ Section 2.01(c) the Holder agrees ~~with the Company that it, he or she shall~~ not to Transfer any Lock-up Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ until the end of the ~~applicable~~ Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the ~~provisions~~ Lock-up restrictions set forth in Section ~~7(a~~2.01(a), ~~any NET Power~~ the Holder ~~or its Permitted Transferees~~ may Transfer ~~the~~ any Lock-up Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ it holds during the Lock-up ~~Period~~ Period: (i) to any direct or indirect partners, members or equity holders of the Holder, any Affiliates of the Holder or any related investment funds or vehicles controlled or managed by such ~~NET Power Holder’s Permitted Transferees~~Persons or their respective Affiliates; or (ii) by gift to a charitable organization; (iii) with the prior written consent of PubCo; (iv) in connection with a liquidation, merger, stock exchange, reorganization, tender ~~offer approved by the Board or a duly authorized committee thereof~~ offer, takeover offer, scheme of arrangement or other similar transaction which results in all of ~~the Company~~PubCo’s ~~Stockholders~~ shareholders having the right to exchange their ~~shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith)~~ PubCo Shares for cash, securities or other property subsequent to the Closing Date; or (v) to the extent required by any legal or regulatory order; provided that in each case of clauses (i)–(iii), if the transferee is not the Holder, such transferee will agree to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to PubCo. (c) ~~Notwithstanding~~ The Holder also agrees and consents to the ~~provisions set forth~~ entry of stop transfer instructions with PubCo’s transfer agent and registrar against the Transfer of any Lock-up Shares except in ~~Section 7(a),~~ compliance with the ~~retirement~~ foregoing restrictions and to the addition of ~~shares of Class B Common Stock pursuant~~ a legend to ~~Section 4.3(b) of~~ the ~~Charter shall not be deemed a Transfer for purposes of this Section 7~~Holder’s Lock-up Shares describing the foregoing restrictions. (d) ~~With~~ For the avoidance of doubt, the Holder shall retain all of its rights as a shareholder of PubCo with respect to ~~Price-Based Lock-up Shares, notwithstanding anything contained herein to~~ the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up ~~Period without restriction under this Section 7 in an amount up~~ Period, including the right to ~~one-third of the Price-Based~~ vote any Lock-up Shares ~~Beneficially Owned by such NET Power Holder~~ (subject to the other provisions hereof) and ~~its Permitted Transferees, in each case, in~~ any dividends or other distributions declared on the ~~aggregate as of immediately following the Closing (the aggregate Price-Based~~ Lock-up Shares~~, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”~~. (e) ~~during~~ During the Lock-Up Period ~~without restriction under this Section 7, (ii) $14.00 per share, then~~ each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer certificate evidencing any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares ~~during~~ shall be stamped or otherwise imprinted with a legend in substantially the ~~Lock~~following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-~~up Period without restriction under this Section 7.~~ UP AGREEMENT, DATED AS OF FEBRUARY 23, 2024, BY AND AMONG ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CORP. AND THE REGISTERED HOLDER OF THE SECURITIES (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter AgreementOR THE PREDECESSOR IN INTEREST TO THE SECURITIES), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the TimeAS AMENDED. A COPY OF SUCH LOCK-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up SharesUP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Underwriting Agreement (Sizzle Acquisition Corp.)

Lock-Up. ~~(a) Subject~~ The Subscriber acknowledges that the Shares will be subject to ~~Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock~~lock-up ~~Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period~~ provisions (the “Lock-up”~~). For~~ ) contained in a Letter Agreement, to be entered into prior to the ~~avoidance~~ date of ~~doubt,~~ the ~~Lock-up shall not apply to any Company Interests, warrants or other securities of~~ preliminary prospectus in connection with the IPO between the Subscriber and the Company (~~whether acquired in~~ the ~~open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares~~“Letter Agreement”). Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and Pursuant to the ~~extent applicable~~Letter Agreement, the Subscriber shall not sell, transfer, pledge, hypothecate or otherwise dispose of its Shares until the earlier of (A) ~~during~~ one year after the ~~Lock-up Period (i) to any~~ completion of ~~such NET Power Holder’s Permitted Transferees;~~ our initial business combination, or (iiB) ~~in connection with~~ the date on which we complete a liquidation, merger, stock ~~exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof~~ exchange or other similar transaction ~~which~~ after our initial business combination that results in all of ~~the Company’s Stockholders~~ our public stockholders having the right to exchange their shares of ~~Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith)~~ common stock for cash, securities or other property ~~subsequent to~~ (the ~~Closing~~ “Consummation Date~~. (c) Notwithstanding the provisions set forth in Section 7(a~~”). In such case, the ~~retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based~~ Lock-up ~~Shares, notwithstanding anything~~ and the aforesaid restrictions contained ~~herein to~~ in this paragraph shall lapse and be of no further force or effect. Notwithstanding the ~~contrary, if, following the Closing~~foregoing, the converted shares of our Ordinary Shares will be released from the lock-up if: a) the last reported sale price of ~~the Class A Common Stock~~ our Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock ~~dividends~~capitalizations, reorganizations, recapitalizations and other similar transactions) ~~(the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE,~~ for any 20 trading days within any ~~30 consecutive trading~~30-trading day period commencing at least 15 150 days after our initial business combination, or; b) if we complete a transaction after our initial business combination which results in all of our stockholders having the ~~Closing~~right to exchange their shares for cash, ~~exceeds (i) $12.00 per share~~securities or other property. Subscriber also agrees not to transfer any ownership interest in, ~~then each~~ except to permitted transferees, any Private Placement Warrants purchased prior to the IPO, or the closing of any over-allotment option by the underwriter, until at least 30 days following the completion of the ~~NET Power Holders~~Business Combination. However, ~~together with its Permitted Transferees, may Transfer their Price~~if after a Business Combination there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”asset sale liquidation) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or ~~quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share~~another issuer’s shares, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Insider Shares or ~~Sponsor Time-Based Lock-up Shares subject to such release; and~~ the Private Placement Warrants (iior any shares of Common Stock thereunder) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be ~~afforded the benefits of, and this Agreement shall be deemed amended or modified~~ permitted to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationparticipate. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Securities Purchase Agreement (Energy Cloud I Acquisition Corp)

Lock-Up. (a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during During the Lock-up Period (as defined below), the Holder irrevocably agrees that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers or intends to transfer, in whole or in part, any of the economic or beneficial consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales with respect to any security of the Middle Kingdom Parties. [Notwithstanding the foregoing, the parties hereto acknowledge that the Lock-up Shares have been pledged to Gottex Fund Management Sàrl (“Existing Pledge”) to secure monies borrowed by ARC Capital Holdings Limited, the sole shareholder of Arch BVI, and that the restrictions of this Lock-up Agreement shall be subject to the Existing Pledge.]1 Furthermore, nothing in this provision intends to restrict transfers of the Lock-up Shares by (i) the Pypo Shareholders (other than the Management Shareholders) that are in compliance with applicable federal and state securities laws to ~~any~~ Persons who agree in writing to be bound by the terms of ~~such NET Power Holder’s Permitted Transferees; or~~ the Lock-Up Agreement as to the Lock-up Shares so transferred and (ii) the Pypo Shareholders pursuant to an underwritten secondary offering. (b) In furtherance of the foregoing, the Middle Kingdom Parties will (i) place an irrevocable stop order on all Lock-up Shares, including those which are covered by a registration statements, (ii) notify the MK Cayman transfer agent in ~~connection with a liquidation, merger, stock exchange, reorganization, tender offer approved~~ writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the MK Cayman transfer agent not to process any attempts by the ~~Board~~ Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement; and (iii) place a ~~duly authorized committee thereof~~ notation on the register of members of MK Cayman about the restrictions on such Lock-up Shares under this Agreement and direct the MK Cayman register office service provider not to process any attempts by the Holder to resell or ~~other similar transaction which results~~ transfer any Lock-up Shares, except in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Datecompliance with this Agreement. (c) ~~Notwithstanding~~ For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the ~~provisions set forth in Section 7(a~~Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), ~~the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7~~and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) ~~With respect to Price-Based~~ For purpose of this agreement, “Lock-up ~~Shares, notwithstanding anything contained herein to~~ Period” means a period of [24 months/12 months]2 from the ~~contrary, if, following~~ Date of Delivery. “Date of Delivery” means the ~~Closing, the last sale price~~ date of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as delivery of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares ~~during~~ to the Pypo Shareholders (which shall be the Closing Date with respect to the Initial Equity Payment is being delivered to the Pypo Shareholders at the Closing, and which shall be the dates that the Earn-Out 1 Insert language in brackets for the lock-up agreement with Arch BVI. 2 In the case of the Management Shareholders, the Lock-up period shall be 24 months from the Date of Delivery, and in the case of the Pypo Shareholders other than the Management Shareholders, the Lock-up Period ~~without restriction under this~~ shall be 12 months from the Date of Delivery. Shares are issued and delivered in accordance with Section ~~7 in an amount up to one-third~~ 5.2(b) of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Exchange Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the ~~Sponsor Time~~Earn-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Out Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification). (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Lock Up Agreement (Middle Kingdom Alliance Corp.)

Lock-Up. (a) Subject to ~~Sections 7(b) and 7(c~~Section 7.12(b), ~~each NET Power Holder agrees~~ the holders (the “Current Lock-up Holders”) of shares of common stock, par value $0.0001 per share, of the Corporation (the “Corporation Common Stock”) issued (i) as consideration pursuant to the merger of BRPM Merger Sub, Inc., a Delaware corporation, with and into FaZe Clan Inc., a Delaware corporation, in accordance with the ~~Company that it~~Agreement and Plan of Merger, he dated as of October 24, 2021, by and among FaZe Holdings Inc. (f/k/a ▇. ▇▇▇▇▇ Principal 150 Merger Corp.), BRPM Merger Sub, Inc. and FaZe Clan Inc. (such agreement, the “Merger Agreement”, and such transaction, the “FaZe Transaction”), including the Earn-Out Shares (as such term is defined in the Merger Agreement) or ~~she shall~~ (ii) to directors, officers and employees of the Corporation or its subsidiaries upon the settlement or exercise of restricted stock award, stock options or other equity awards outstanding as of immediately following the closing of the FaZe Transaction in respect of awards of FaZe Clan Inc. outstanding immediately prior to the closing of the FaZe Transaction (such shares referred to in Section 7.12(a)(ii), the “FaZe Equity Award Shares”), which holders include the Current Lock-up Holders’ Permitted Transferees and direct or indirect Permitted Transferees of any such holders (collectively, the “Additional Lock-up Holders”, and together with the Current Lock-up Holders, the “Lock-up Holders”), may not Transfer any Lock-up Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ until the end of the ~~applicable~~ Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section ~~7(a~~7.12(a), ~~any NET Power Holder or its Permitted Transferees may Transfer~~ the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, Holders may Transfer ~~their Price-Based~~ the Lock-up Shares during the Lock-up Period ~~without restriction under this Section 7 in an amount up~~ (a) as a bona fide gift or charitable contribution; (b) to ~~one-third~~ a trust, or other entity formed for estate planning purposes for the primary benefit of the ~~Price-Based~~ spouse, domestic partner, parent, sibling, child or grandchild of such Lock-up ~~Shares Beneficially Owned by~~ Holder or any other person with whom such ~~NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based~~ Lock-up ~~Shares~~Holder has a relationship by blood, ~~as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and~~ marriage or adoption not more remote than first cousin; (c) by will or intestate succession upon the ~~like, the “NET Power Holders Price-Based Shares”) during~~ death of the Lock-~~Up Period without restriction~~ up Holder; (d) pursuant to a qualified domestic order, court order or in connection with a divorce settlement; (e) if such Lock-up Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (I) to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control with the Lock-up Holder, or (II) to partners, limited liability company members or stockholders of the Lock-up Holder, including, for the avoidance of doubt, where the Lock-up Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (f) if such Lock-up Holder is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (g) to the Corporation’s officers, directors or their affiliates; (h) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under subsections (a) through (g) of this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause 7.12(b); (i) as a pledge of shares of Corporation Common Stock as security or collateral in connection with any borrowing or the incurrence of any indebtedness by such Lock-up Holder; provided, however, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers; provided further that neither the Corporation nor its counsel shall be required to take any action, or refrain from taking any action, in connection with any such pledge; (~~i.e., up to two-thirds of its NET Power Holders Price-Based Shares~~ j) in the ~~aggregate~~event of completion of a Corporation Sale; (k) ~~without restriction under this Section 7~~to the Corporation in connection with the repurchase of such Lock-up Holder’s shares in connection with the termination of the Lock-up Holder’s employment with the Corporation pursuant to contractual agreements with the Corporation; (l) to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Corporation Common Stock or the vesting of Corporation stock-based awards (for the avoidance of doubt, ~~and~~ any shares of Corporation Common Stock issued upon such exercise, other than the shares that are Transferred to satisfy tax withholding obligations in connection with such exercise, shall be subject to the Lock-up); or (~~iii~~m) ~~$16.00 per share~~in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Corporation Common Stock (for the avoidance of doubt, ~~then each NET Power Holder~~any shares of Corporation Common Stock issued upon such exercise, ~~together~~ other than the shares that are Transferred in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with ~~its Permitted Transferees~~respect to such exercise, ~~may Transfer any of its NET Power Holders Price~~shall be subject to the Lock-~~Based Shares without restriction under this Section 7~~up). (ec) ~~With respect~~ Notwithstanding the other provisions set forth in this Section 7.12 or any other provision contained herein, the Board may, in its sole discretion, determine to ~~Time-Based~~ waive, amend, or repeal the Lock-up ~~Shares~~obligations set forth in this Section 7.12, ~~notwithstanding anything contained herein to the contrary~~whether in whole or in part; provided, ifthat, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up ~~Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary~~Period, ~~it is understood and agreed that, (i) if~~ any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by such waiver, amendment or ~~otherwise) released from~~ repeal of any ~~of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based~~ Lock-up ~~Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise~~ obligations set forth in ~~writing, also be released in a proportionate manner~~Section 7.12, and ~~at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if~~ any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or ~~otherwise) released from any~~ repeal of this Section 7.12(c), shall require the unanimous approval of the ~~restrictions on Transfer under this Section 7~~ directors present at any meeting at which a quorum is present or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any approval of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationBoard by unanimous written consent. (gd) For ~~the avoidance~~ purposes of ~~doubt,~~ this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.7.12:

Appears in 1 contract

Sources: Merger Agreement (B. Riley Principal 150 Merger Corp.)

Lock-Up. Without the prior writ ten consent of the ------- Company, the Investor may not transfer or otherwise dispose of any Securities prior to January 31, 2000. After such date, the Investor may only transfer or otherwise dispose of Securities (aincluding pursuant to the Registration Rights Agreement) in a transaction in which Securities are being transferred by Persons (which may include the Investor) holding a majority in interest of the then outstanding Securities (with respect to the Warrants, based on the number of Warrant Shares for which the Warrants are then exercisable) (the "Majority Holders"). Any such transaction is referred to herein as a "Permitted Transaction". Subject to ~~Sections 7(b~~any applicable restrictions set forth in the Registration Rights Agreement, upon notice from the Majority Holders of a proposed Permitted Transaction, each other Person which then holds Securities (a "Permitted Holder") shall be entitled to, and ~~7(c~~upon request by the Majority Holders will (and the Company may, by notice to the Majority Holders, require that the Majority Holders so request), ~~each NET Power Holder agrees with~~ transfer in such Permitted Transaction, on the ~~Company that it~~same terms as those on which the Majority Holders are transferring Securities, ~~he or she shall not Transfer any Lock-up Shares~~ the same portion of such ~~NET Power Holder~~ Permitted Holder's Securities as the portion of the Securities then held by the Majority Holders being transferred in such Permitted Transaction ; provided, that if the purchaser(s) in such Permitted Transaction (~~if any and~~ the "Permitted Transaction Purchasers") desire to purchase less than all of the Securities to be sold in such Permitted Transaction in accordance with this Section 5.3, the number of Securities to be so sold shall be reduced to the ~~extent applicable~~number of such Securities to be purchased by the Permitted Transaction Purchasers, on a pro rata basis with respect to each Person selling Securities in such Permitted Transaction (each such Person, a "Permitted Transaction Seller"), based on the number of Securities then held by such Permitted Transaction Seller (with respect to any Warrants held by a Permitted Transaction Seller, based on the number of Warrant Shares for such Warrants are then exercisable) ~~until~~ relative to the ~~end~~ number of Securities then held by all Permitted Transaction Sellers. Notwithstanding the ~~applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt~~foregoing, the ~~Lock-up~~ restrictions on transfer set forth in this Section 5.3 shall not apply to any ~~Company Interests, warrants~~ (i) transfer or other ~~securities~~ disposition of Securities by the ~~Company~~ Investor to any Permitted Transferee (~~whether acquired~~ provided any such Permitted Transferee agrees in writing to be bound by the ~~open market, directly from the Company, upon exercise~~ first sentence of ~~any warrants or otherwise) other than the Lock-up Shares. Nothing in~~ this Section ~~7 shall prohibit a NET Power Holder from~~ 5.3 to the ~~establishment of a trading plan pursuant~~ extent applicable to ~~Rule 10b5-1 promulgated under~~ the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any Investor and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions ~~set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes~~ of this Section ~~7. (d) With respect~~ 5.3 applicable to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its a Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7Holder), (ii) ~~$14.00 per share~~any bona- fide pledge of, ~~then each NET Power Holder~~or grant of a security interest in, ~~together with its Permitted Transferees~~any Securities to any senior creditor of Sneaker as of immediately prior to the Closing, ~~may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess~~ or any foreclosure upon, or sale or other disposition of, such Securities by such creditor or any assignee or transferee of the ~~NET Power Holders Price-Based Shares described in~~ claim or interest of such creditor pursuant to any debt restructuring agreement, or any agent acting for any of the ~~foregoing clause (i) (i.e.~~foregoing, ~~up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and~~ or (iii) ~~$16.00 per share~~any sale of Securities after January 31, ~~then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect~~ 2000 pursuant to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended public offering or otherwise ~~modified in~~ on a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationpublic trading market. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Common Stock and Warrant Purchase Agreement (Just for Feet Inc)

Lock-Up. ~~(a)~~ Subject to ~~Sections 7(b) and 7(c)~~Section 3.1, ~~each NET Power Holder agrees with~~ Purchaser acknowledges that the ~~Company that it~~Securities will not be transferable, he assignable or ~~she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to~~ salable until one year after the ~~extent applicable) until the end~~ completion of the ~~applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt~~initial business combination, ~~the Lock-up shall not apply~~ except to ~~any Company Interests, warrants or other securities of the Company (whether acquired~~ permitted transferees as described in the ~~open market, directly from~~ Registration Statement. Purchaser further acknowledges that the ~~Company, upon exercise of any warrants~~ securities acquired or ~~otherwise) other than~~ to be acquired hereby by Purchaser as the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all underwriter of the Company’s ~~Stockholders having the right to exchange their shares of Common Stock~~ IPO, including Purchaser’s related persons, associated persons and affiliates (~~including any Company Interests exchangeable for shares of Common Stock~~ as those terms are defined in FINRA Rules 5110 and 5121), in connection ~~therewith) for cash, securities or other property subsequent to~~ with the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (IPO and as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the ~~foregoing clause (i) (i.e.~~Registration Statement for the IPO and the related prospectus, up are subject to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Locklock-up ~~Shares~~in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from the commencement of sales of the initial public offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). In addition, notwithstanding ~~anything contained herein to~~ the ~~contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as~~ other terms of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to or any other agreement between the ~~contrary~~Company and Purchaser, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner Purchaser agrees with respect to the ~~Sponsor Time~~Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants that, as required by FINRA Rule 5110(g)(8): (i) the Private Placement Warrants may not be exercised more than five years from the date that the Company’s Registration Statement on Form S-1 (File No.: 333-~~Based Lock-up~~ 261373) is declared effective by the Securities and Exchange Commission (the “Effective Date”); (ii) Purchaser shall not have more than one demand registration right at the Company’s expense; (iii) Purchaser shall not have the right to demand registration of the Private Placement Warrants or Class A Ordinary Shares ~~or Sponsor Price-Based Lock-up Shares favorable~~ issuable upon exercise of the Private Placement Warrants more than five years from the Effective Date; (iv) Purchaser shall not have the right to ~~Sponsor and such amendment or modification, if applied to this Agreement~~ piggyback registration with respect to the ~~Time-Based Lock-up~~ Private Placement Warrants or Class A Ordinary Shares ~~or Price-Based Lock-up Shares, as applicable, would also be favorable to any~~ issuable upon exercise of the ~~NET Power Holders~~Private Placement Warrants more than seven years from the Effective Date; (v) the Private Placement Warrants may not have anti-dilution terms that allow Purchaser and related persons to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, ~~each such NET Power Holder shall be afforded~~ when the ~~benefits of~~public shareholders have not been proportionally affected by a share split, share dividend, or other similar event; and ~~this Agreement shall be deemed amended~~ (vi) Private Placement Warrants may not have anti-dilution terms that allow Purchaser and related persons to receive or ~~modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant~~ accrue cash dividends prior to the ~~immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days~~ exercise or conversion of the ~~occurrence of such amendment or modification~~Private Placement Warrants. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Securities Purchase Agreement (Battery Future Acquisition Corp.)

Lock-Up. (a) ~~Subject to Sections 7(b)~~ Each Holder severally, and ~~7(c)~~not jointly, ~~each NET Power Holder~~ agrees with ~~the Company that it~~PubCo not to effect any Transfer, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise make a public announcement of any ~~warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment~~ intention to effect such Transfer, of ~~a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of~~ any Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as ~~adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions~~defined below) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned or otherwise held by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) Person during the Lock-Up Period ~~without restriction under this~~ (as defined below) applicable to such Person; provided, that such prohibition shall not apply to Transfers (i) permitted pursuant to Section 74.2, (ii) ~~$14.00 per share~~by any Member following the Member Lock-Up Period (as defined below), ~~then each NET Power Holder, together~~ (iii) Transfers by private sales or Transfers made in connection with ~~its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess~~ the consummation of the ~~NET Power Holders Price~~Business Combination, in each case by the Sponsor, at prices no greater than the price at which the securities were originally purchased, or (iv) by the Sponsor following the Sponsor Lock-~~Based~~ Up Period (as defined below). The “Member Lock-Up Period” shall be the period commencing on the Closing Date and continuing until the date that is six (6) months after the Closing Date; provided that, the Member Lock-Up Period with respect to any Member’s Earnout Company Units and Earnout Voting Shares ~~described~~ shall not end prior to the date that such Member’s Earnout Company Units and Earnout Voting Shares are earned in accordance with the ~~foregoing clause~~ BCA. The “Sponsor Lock-Up Period” shall be (iw) with respect to Sponsor Earnout Shares, until the date such securities have been earned in accordance with the BCA, (~~i.e.~~x) with respect to the shares of Class A Common Stock issued in connection with the Class B Common Stock Conversion (other than the Sponsor Earnout Shares), ~~up to two-thirds of its NET Power Holders Price-Based Shares in~~ the ~~aggregate~~period commencing on the Closing Date and continuing until the date that is six (6) ~~without restriction under this Section 7~~months after the Closing Date, and (~~iii~~y) ~~$16.00 per share~~with respect to the Warrants (and the Class A Common Stock issuable upon exercise of the Warrants), ~~then each NET Power Holder, together~~ the period commencing on the Closing Date and continuing until the date that is thirty (30) days after the Closing Date. “Lock-Up Period” means with ~~its Permitted Transferees, may Transfer~~ respect to the Members (including any ~~of its NET Power Holders Price-Based Shares without restriction~~ Person who succeeds to such Member’s rights under this Investor Rights Agreement pursuant to Section ~~7. (e) With respect to Time-Based~~ 5.1), the Member Lock-~~up Shares~~Up Period and, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor ~~Time-Based~~ (including any Person who succeeds to the Sponsor’s rights under this Investor Rights Agreement pursuant to Section 5.1), the Sponsor Lock-~~up Shares or Sponsor Price-Based~~ Up Period. “Lock-~~up Shares favorable to Sponsor~~ Up Shares” means the Equity Securities in PubCo and ~~such amendment or modification, if applied to this Agreement with respect to~~ the ~~Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of~~ Operating Company held by the ~~NET Power~~ Holders, ~~each such NET Power Holder shall be afforded the benefits of~~directly or indirectly, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the ~~date hereof~~Closing Date, including the Warrants (or any shares of Class A Common Stock resulting from the exercise of any Warrant), Class A Common Stock, Class V Voting Stock, and the Class A Common Units held by the Members or the Sponsor as of the Closing Date.

Appears in 1 contract

Sources: Investor Rights Agreement (Biote Corp.)

Lock-Up. At all times during the period commencing on the date of issuance of the Intrexon Shares or any Shares of Intrexon Common Stock or Precigen Equity Securities issued to ARES TRADING upon conversion of the Note and ending on the date that is one hundred eighty (a180) ~~Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any~~ days thereafter (a “Lock-up Period”), ARES TRADING shall not, and shall cause its Affiliates not to, without the prior written consent of the issuer thereof, offer, pledge, sell, contract to sell, or otherwise transfer or dispose of any Intrexon Shares issued to ARES TRADING on the Closing Date pursuant to this Agreement or any Shares of ~~such NET Power Holder (if any and~~ Intrexon Common Stock or Precigen Equity Securities issued to ~~the extent applicable) until the end~~ ARES TRADING upon conversion of the ~~applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt~~Note; provided, ~~the Lock-up~~ however, that this Section 4.7 shall not (i) apply to any ~~Company Interests, warrants~~ transfer of Intrexon Shares or ~~other securities~~ Precigen Shares by ARES TRADING to any of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its ~~Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable)~~ Affiliates during the Lock-up ~~Period (i) to any~~ Period, provided that as a condition of such ~~NET Power Holder’s Permitted Transferees~~transfer, such Affiliate agrees to be bound by the provisions of this Section 4.7 to the same extent as ARES TRADING; or (ii) ~~in connection with~~ prohibit or otherwise restrict the ability of ARES TRADING or its Affiliates to enter into a ~~liquidation~~swap, ~~merger~~hedge, ~~stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof~~ or other ~~similar transaction which results~~ arrangement that transfers to another, in ~~all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock~~ whole or in ~~connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a)~~part, the ~~retirement~~ economic consequences of ~~shares~~ ownership of ~~Class B Common Stock~~ any Intrexon Shares or Precigen Shares; or (iii) impair any right of ARES TRADING to request or require any registration pursuant to Section ~~4.3(b) of the Charter shall not be deemed a Transfer for purposes~~ 4.4 of this ~~Section 7. (d) With respect~~ Agreement so long as ARES TRADING does not sell the Registrable Securities subject to ~~Price-Based~~ such registration during the relevant Lock-~~up Shares~~Up Period. In the event Intrexon or Precigen consummates a Qualified Company Financing, ~~notwithstanding anything contained herein to the contrary~~a Precigen Financing or a Qualified IPO, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period ~~without restriction under this Section 7~~ in ~~an amount~~ effect restricting transfers of Equity Securities of the same type and class as those offered and sold to Third Party investors in such Qualified Company Financing, Precigen Financing or Qualified IPO shall be extended to terminate on the date ▇▇▇▇▇▇ ▇. ▇▇▇▇ is not subject to a materially similar lock-up obligation in respect of such type and class of securities, up to ~~one-third~~ a maximum period of 18 consecutive months from the ~~Price-Based~~ date of issuance of such Registrable Securities to ARES TRADING, including any days remaining in such pending Lock-up ~~Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as~~ Period. Notwithstanding any other provision of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 74.7, this Section 4.7 shall not prohibit or restrict any disposition of Intrexon Equity Securities by ARES TRADING into (iia) ~~$14.00 per share, then each NET Power Holder, together~~ a tender offer or a merger or binding share exchange effected by a Third Party that if completed in accordance with its ~~Permitted Transferees, may Transfer up to~~ terms would result in a Change of Control or (b) an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed issuer tender offer by Intrexon or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter AgreementPrecigen, as applicable~~, then~~ . All restrictions pursuant to this Section 4.7 shall terminate upon (a) a Change of Control of the ~~Time-Based Lock-up Shares~~ issuer of ~~each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at~~ the ~~same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares~~ securities subject to such ~~release~~restrictions, (b) a liquidation or dissolution of subject issuer; and (iic) ~~if any Price-Based Lock-up Shares~~ the date on which the subject class of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any securities ceases to be Registered pursuant to Section 12 of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationExchange Act. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Securities Purchase, Assignment and Assumption Agreement (Intrexon Corp)

Lock-Up. (a) ~~Subject~~ Seller agrees that, during the period beginning from the Closing Date and continuing to ~~Sections 7(b~~and including the date that is one hundred eighty (180) ~~and 7(c), each NET Power Holder agrees with~~ days after the ~~Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period~~ Closing Date (the “Lock-upUp Period”), Seller will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer, assign or dispose of any of the Merger Shares. ~~For~~ The foregoing restriction is expressly agreed to preclude Seller from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the ~~avoidance~~ Merger Shares even if such shares would be disposed of ~~doubt~~by someone other than Seller. Such prohibited hedging or other transactions would include, ~~the Lock-up shall not apply~~ without limitation, any short sale or any purchase, sale or grant of any right (including. without limitation, any put or call option) with respect to any ~~Company Interests, warrants or other securities~~ of the ~~Company (whether acquired in the open market~~Merger Shares or with respect to any security that includes, ~~directly~~ relates to, or derives any significant part of its value from ~~the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares~~such shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the ~~provisions set forth in Section 7(a)~~foregoing, ~~any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period~~ Seller may: (i) ~~to any of such NET Power Holder’s Permitted Transferees; or (ii)~~ transfer the Merger Shares in connection with a ~~liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar~~ change of control transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof that is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) consummated during the Lock-Up Period ~~without restriction under~~ that has been approved by the board of directors of Parent; provided, that in the event that such change of control transaction is not completed, the Merger Shares shall remain subject to the restrictions contained in this Section 7, 6.14 to the extent that the Lock-Up Period has not expired; and (ii) ~~$14.00 per share~~transfer the Merger Shares to (A) another corporation, ~~then each NET Power Holder~~partnership, ~~together~~ limited liability company or other entity that controls, is controlled by or is under common control with Seller or (B) as part of a disposition, transfer or distribution by Seller to its ~~Permitted Transferees~~partners, ~~may Transfer up~~ limited liability company members or other equity holders, or if Seller is a corporation, to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an ~~additional one-third~~ agreement stating that the transferee is receiving and holding such Merger Shares subject to the provisions of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, 6.14 and ~~(iii) $16.00 per share, then each NET Power Holder, together~~ there shall be no further transfer of such Merger Shares except in accordance with ~~its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under~~ this Section 76.14; provided, further, that any such transfer shall not involve a disposition for value. (eb) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as For purposes of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.6.14:

Appears in 1 contract

Sources: Merger Agreement (Repay Holdings Corp)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power~~ The Holder ~~agrees with the Company that it, he or she~~ shall not ~~Transfer~~ offer, sell, contract to sell, pledge, assign, grant any option, right or warrant to purchase, lend, make any short sale, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership, or otherwise dispose of, directly or indirectly, the shares of common stock, par value $0.001 per share, of Entellus (“Entellus Common Stock”) received pursuant to the Merger Agreement (the “Locked-Up Shares”) for the period beginning on the Closing Date and continuing (i) with respect to twenty-five percent (25%) of the Locked-Up Shares, through the closing of trading on the date that is ninety (90) days after the Closing Date, (ii) with respect to an additional twenty-five percent (25%) of the Locked-Up Shares, through the closing of trading on the date that is one hundred and eighty (180) days after the Closing Date and (iii) with respect to the remaining shares, through the close of trading on the date that is three hundred sixty-five (365) days after the Closing Date (each such period, referred to as a “Lock-~~up Shares of such NET Power Holder (if any~~ Up Period” and ~~to the extent applicable) until the end of the applicable Lock-up Period (~~collectively as the “Lock-upUp Period”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions ~~set forth in~~ of Section ~~7(a~~1(a), ~~any NET Power Holder or its Permitted Transferees may Transfer the~~ during a Lock-up Up Period, the Holder may transfer all or a portion of the Locked-Up Shares ~~of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period~~ (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing to ~~any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved~~ be bound by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes terms and conditions of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7Agreement, (ii) ~~$14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up~~ to ~~an additional one-third of its NET Power Holders Price-Based Shares in excess~~ any trust for the direct or indirect benefit of the ~~NET Power Holders Price-Based Shares described~~ Holder or an immediate family member of the Holder; provided that the trustee of the trust agrees in writing to be bound by the ~~foregoing clause (i) (i.e.~~terms and conditions of this Agreement; provided, ~~up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7~~further that any such transfer shall not involve a disposition for value, ~~and~~ (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the ~~contrary~~Holder’s affiliates (including, ifif applicable, ~~following~~ commonly controlled or managed investment funds) provided that such affiliate(s) agree in writing to be bound by the ~~Closing~~terms and conditions of this Agreement, (iv) pursuant to a tender or exchange offer publicly recommended by Entellus’s board of directors, (v) pursuant to a merger, stock sale, consolidation or other transaction publicly recommended by the ~~trading share price on the principal exchange on which such securities are then listed~~ Entellus’s board of directors, (vi) by will or ~~quoted, which as~~ other testamentary document or by intestacy or (vii) distributions of the ~~date hereof is~~ Locked-Up Shares to current or former members, partners, stockholders or subsidiaries of Holder provided that such members, partners, stockholders or subsidiaries agree in writing to be bound by the ~~NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date~~ terms and conditions of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement. For purposes hereof, “~~Sponsor Time-Based Lock-up Shares”) of~~ immediate family” shall mean any ~~Sponsor Party (~~relationship by blood, marriage or adoption, not more remote than first cousin, and “affiliate” shall mean, as ~~defined in the Sponsor Letter Agreement)~~applied to any entity, ~~are~~ any other entity directly or indirectly controlling, controlled by, or under direct or indirect common control with, such entity (for purposes hereof, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by ~~waiver, amendment~~ contract or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification). (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Lock Up Agreement (KKR Fund Holdings L.P.)

Lock-Up. (a) Subject to Sections 7(b) and 7(c), each ~~NET Power Holder~~ Stockholder Party agrees ~~with the Company~~ that it, he or she shall not Transfer any Lock-up Shares of such ~~NET Power Holder~~ Stockholder Party (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any ~~NET Power Holder~~ Stockholder Party or its Permitted Transferees may Transfer the Lock-up Shares of such ~~NET Power Holder~~ Stockholder Party (if any and to the extent applicable) during the Lock-up Period (i) to any of such ~~NET Power Holder~~Stockholder Party’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s ~~Stockholders~~ stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), (i) to the extent applicable, any Company Interests or shares of Common Stock issued to any Stockholder Party upon exercise of any of such Stockholder Party’s warrants to purchase Company Interests or shares of Common Stock shall be deemed to be Company Interests or shares of Common Stock, as the case may be, Beneficially Owned by such Stockholder Party as of the Closing and such exercise shall not be deemed a Transfer for purposes of this Section 7 and (ii) the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) ~~With respect to Price-Based Lock-up Shares, notwithstanding~~ Notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the ~~NYSE~~New York Stock Exchange, for any 20 10 trading days within any ~~30 consecutive~~ 15 trading-day period commencing ~~at least~~ 15 days after the Closing, exceeds (i) $~~12.00~~ 13.50 per share, then ~~each of~~ the ~~NET Power~~ Aria Holders, together with ~~its~~ their Permitted Transferees, may Transfer their ~~Price-Based~~ applicable Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the ~~Price-Based~~ Lock-up Shares Beneficially Owned by ~~such NET Power Holder~~ the Aria Holders and ~~its~~ their respective Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate ~~Price-Based~~ Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “~~NET Power~~ Aria Holders ~~Price-Based~~ Closing Shares”~~) during the Lock-Up Period without restriction under this Section 7~~), (ii) $~~14.00~~ 16.00 per share, then ~~each NET Power Holder~~the Aria Holders, together with ~~its~~ their Permitted Transferees, may Transfer up to an additional one-third of ~~its NET Power~~ the Aria Holders ~~Price-Based~~ Closing Shares in excess of the ~~NET Power~~ Aria Holders ~~Price-Based~~ Closing Shares described in the foregoing clause (i) (i.e., up to two-thirds of ~~its NET Power~~ the Aria Holders ~~Price-Based~~ Closing Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 19.00 per share, then the ~~NET Power~~ Aria Holders, together with their Permitted Transferees, may Transfer any of ~~their Time-Based Lock-up~~ the Aria Holders Closing Shares ~~during the Lock-up Period~~ without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the ~~Company Interests Beneficially Owned by the NET Power~~ Aria Holders ~~and their respective Permitted Transferees~~ Closing Shares under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Stockholders’ Agreement (Archaea Energy Inc.)

Lock-Up. (a) ~~Subject~~ Each of TLF and Holdings hereby agrees that continuing through the earliest to ~~Sections 7(b~~occur of (x) ~~and 7(c)~~January 1, ~~each NET Power Holder agrees with~~ 2019, (y) the execution of a definitive agreement providing for a Company Sale, or the public announcement of a Company Sale, as a result of which stockholders of the Company ~~that it, he~~ will receive cash and/or securities in exchange for or ~~she shall not Transfer any Lock-up Shares~~ in respect of ~~such NET Power Holder (if any and to the extent applicable) until the end~~ their shares of Common Stock of the ~~applicable Lock-up Period~~ Company having an aggregate per share value (the “~~Lock-up~~Per Share Consideration”) of less than the Put Purchase Price (as defined below), and (z) the occurrence of a Bankruptcy Event (with such earliest date, the “Restricted Period End Date” and with the period commencing with the completion of the Transfer and ending with the Restricted Period End Date constituting the “Restricted Period”)~~. For the avoidance of doubt~~, or if earlier, the ~~Lock-up shall not apply~~ date that this Agreement is terminated by the written consent of F▇▇▇▇▇▇, TLF and Holdings will not, without the prior written consent of F▇▇▇▇▇▇, directly or indirectly through any Affiliate or Associate, (i) offer, pledge (other than in connection with margin loans in the ordinary course of business), sell, contract to sell, sell any ~~Company Interests~~option or contract to purchase, ~~warrants~~ purchase any option or contract to sell, grant any option, right or warrant for the sale of, make any short sale or otherwise dispose of or transfer any of the Aggregate Shares or any securities convertible into or exchangeable or exercisable for the Aggregate Shares, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Aggregate Shares, whether any such swap or transaction is to be settled by delivery of the Aggregate Shares or other ~~securities of the Company (whether acquired~~ securities, in ~~the open market, directly from the Company, upon exercise of any warrants~~ cash or otherwise~~) other than~~ . In order to ensure compliance with the ~~Lock-up Shares. Nothing~~ restrictions set forth in this Section ~~7 shall prohibit a NET Power Holder from~~ 2, Holdings agrees that the ~~establishment of a trading plan pursuant~~ Company may issue appropriate stop-transfer certificates or instructions with respect to ~~Rule 10b5-1 promulgated under~~ any Aggregate Shares until the ~~Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period~~Restricted Period End Date. (b) ~~Notwithstanding~~ During the ~~provisions set forth in Section 7(a~~Restricted Period, each of Holdings and TLF agrees that neither Holdings nor TLF, individually or through any Affiliate or Associate (as defined below), shall acquire (or propose or agree to acquire), of record or Beneficially (as defined below), by purchase or otherwise, any ~~NET Power Holder~~ loans, debt securities, equity securities or assets of the Company or any of its ~~Permitted Transferees may~~ subsidiaries, or rights or options to acquire interests in any of the Company's loans, debt securities, equity securities or assets, other than the Transfer and Holdings’ ownership of the ~~Lock-up~~ Aggregate Shares ~~of such NET Power Holder (if any and~~ following the Transfer; provided, however, the foregoing restriction shall not apply solely as to equity compensation awards for Board or other service to the ~~extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees;~~ Company which have been or ~~(ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer~~ are approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing DateBoard. (c) ~~Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for~~ For purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.:

Appears in 1 contract

Sources: Agreement (Biglari Capital Corp.)

Lock-Up. ~~(a) Subject to Sections 7(b)~~ During the period commencing on the Closing Date and ~~7(c), each NET Power Holder agrees with~~ continuing for 180 days after the ~~Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period~~ Closing Date (the “Lock-upUp Period”), the Holder shall not, with respect to any shares of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”) issued pursuant to the terms of the Merger Agreement that are Beneficially Owned by the Holder (such shares of Parent Common Stock, the “Lock-Up Shares”), (a) offer, pledge, sell, contract to sell, grant any option, right or warrant to purchase, give, assign, hypothecate, pledge, encumber, grant a security interest in, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of (including through any hedging or other similar transaction) any economic, voting or other rights in or to the Lock-Up Shares, or otherwise transfer or dispose of, directly or indirectly, or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares (any such transaction described in clause (a) or (b) above, a “Lock-Up Share Transfer”). ~~For~~ Notwithstanding the ~~avoidance of doubt~~foregoing, (i) the ~~Lock-up~~ restrictions set forth in this Section 4.2 shall not apply to (A) any ~~Company Interests~~Lock-Up Share Transfer to one or more Affiliates of the Holder (1) who is a party to an agreement with Parent with substantially similar terms as this Section 4.2 or (2) if, ~~warrants~~ as a condition to such Lock-Up Share Transfer, the recipient agrees in writing to be bound by this Section 4.2 and delivers a copy of such executed written agreement to Parent prior to the consummation of such transfer, (B) any Lock-Up Share Transfer with the prior written consent of Parent (which consent may be granted or withheld by Parent in its sole discretion), or (C) any Lock-Up Share Transfer made in connection with any tender offer, exchange offer, merger, consolidation or other ~~securities~~ similar transaction approved or recommended by the Parent Board or a committee thereof; (ii) the Holder may, during the first 90 days following the Closing Date, engage in one or more Lock-Up Share Transfers so long as, following any such Lock-Up Share Transfer, the Holder continues to Beneficially Own 85% of ~~the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than~~ the Lock-up Up Shares~~. Nothing in this Section 7 shall prohibit a NET Power~~ ; and (iii) the Holder ~~from~~ may, during the ~~establishment~~ period beginning on the 91st day after the Closing Date and ending on the last day of ~~a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during~~ the Lock-Up Period~~. (b) Notwithstanding the provisions set forth~~ , engage in ~~Section 7(a), any NET Power Holder~~ one or ~~its Permitted Transferees may Transfer the~~ more Lock-~~up Shares of~~ Up Share Transfers so long as, following any such ~~NET Power Holder (if any and to the extent applicable) during the~~ Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a)Up Share Transfer, the ~~retirement~~ Holder continues to Beneficially Own 70% of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up ~~Period without restriction under~~ Shares; and (iv) the restrictions set forth in this Section 74.2 shall be subject to, ~~(ii) $14.00 per share~~and the rights of Parent to enforce this Section 4.2 shall be subordinate to, ~~then each NET Power~~ the rights of Credit Suisse AG pursuant to the terms of that certain Third Amended and Restated Demand Promissory Note and Collateral Agreement, dated as of February 26, 2019, by and among the Holder, ~~together~~ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Credit Suisse AG, as amended prior to the date of this Agreement, in all respects. In connection with ~~its Permitted Transferees, may~~ any Lock-Up Share Transfer up pursuant to ~~an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing~~ clause (i) ~~(i.e., up to two-thirds~~ of ~~its NET Power Holders Price-Based Shares in the aggregate) without restriction under~~ this Section 74.2, ~~and~~ Parent agrees to not take any action that would cause such Lock-Up Share Transfer to be subject to requirements imposed by any “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other anti-takeover statute or similar statute enacted under applicable Law (~~iii) $16.00 per share~~“Takeover Laws”), ~~then each NET Power~~ and, at the request of the Holder, ~~together with~~ will take all reasonable steps within its ~~Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7.~~ control to exempt (eor ensure the continued exemption of) ~~With respect to Time-Based~~ such Lock-~~up Shares, notwithstanding anything contained herein to~~ Up Share Transfer from the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares Takeover Laws of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject state that purport to apply to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationtransaction. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Voting and Support Agreement (Pioneer Natural Resources Co)

Lock-Up. ~~(a) Subject to Sections 7(b)~~ During the period commencing on and ~~7(c)~~including the date hereof and ending on and including the 180th day following the date of this Agreement, each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-upUp Period”~~). For~~ ) the ~~avoidance of doubt~~Company and Anteris OpCo will not, without the ~~Lock-up shall not apply to any Company Interests, warrants or other securities~~ prior written consent of the ~~Company~~ T▇ ▇▇▇▇▇ and Barclays (~~whether acquired in~~ which consent may be withheld at the ~~open market~~sole discretion of T▇ ▇▇▇▇▇ and Barclays), directly ~~from~~ or indirectly offer, sell (including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the ~~Company, upon exercise~~ meaning of ~~any warrants or otherwise~~Rule 16a-1(h) ~~other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated~~ under the Exchange Act, ~~provided that such plan does not provide for~~ or otherwise dispose of, or announce the ~~Transfer~~ offering of, or submit or file any registration statement under the Securities Act in respect of, any Common Stock or securities of ~~Lock-Up Shares during the Lock-Up Period.~~ Anteris OpCo (~~b) Notwithstanding the provisions set forth in Section 7(a~~together, “Subject Shares”), ~~any NET Power Holder~~ options, rights or ~~its Permitted Transferees may Transfer the Lock-up~~ warrants to acquire Subject Shares ~~of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees;~~ or ~~(ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board~~ securities exchangeable or ~~a duly authorized committee thereof~~ exercisable for or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up convertible into Subject Shares (~~as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (~~other than is contemplated by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the ~~Time-Based Lock-up Shares~~ Stock and other than pursuant to the Reorganization) or ~~Price-Based Lock-up Shares, as applicable, would also be favorable~~ publicly announce any intention to do any of the ~~NET Power Holders~~foregoing; provided, however, that the Company may (i) issue Common Stock and options to purchase Common Stock, shares of Common Stock underlying options granted and other securities, each ~~such NET Power Holder shall be afforded~~ pursuant to any director or employee equity incentive plan, stock ownership plan or dividend reinvestment plan of the ~~benefits of,~~ Company in effect on the date hereof and ~~this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In~~ described in the ~~event this Agreement is deemed amended or modified~~ General Disclosure Package; (ii) issue Common Stock pursuant to the ~~immediately preceding sentence~~conversion of securities or the exercise of warrants, which securities or warrants are outstanding on the ~~Company~~ date hereof and described in the General Disclosure Package; (iii) sell or issue, or enter an agreement to sell or issue, Common Stock in connection with (A) mergers, (B) acquisitions of securities, businesses, property or other assets, (C) joint ventures or (D) strategic transactions, provided that each recipient of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (iii) shall ~~notify each NET Power Holder within two~~ execute a “lock-up” agreement substantially in the form of Exhibit I hereto, and provided further that any sale or issuance of Common Stock pursuant to this clause (2iii) ~~business days~~ shall not exceed 5% of the ~~occurrence~~ outstanding shares of ~~such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer~~ capital stock of the Company ~~Interests Beneficially Owned by~~ in the ~~NET Power Holders~~ aggregate; or (iv) adopt a new equity incentive plan, and ~~their respective Permitted Transferees~~ file a registration statement on Form S-8 under ~~applicable~~ the Securities Act to register the offer and sale of securities ~~Laws~~ to be issued pursuant to such new equity incentive plan, and issue securities pursuant to such new equity incentive plan (including, without limitation, the issuance of shares of Common Stock upon the exercise of options or as other securities issued pursuant to such new equity incentive plan), provided that (A) such new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (B) this clause (iv) shall not be available unless each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to such new equity incentive plan shall be contractually prohibited from selling, offering, disposing of or otherwise ~~set forth in this Agreement~~ transferring any such shares or securities during the ~~governing documents~~ remainder of the ~~Company~~ Lock-Up Period. The Anteris Parties will cause each person and ~~OpCo as~~ entity listed in Schedule D to furnish to the Representatives, prior to the Closing Date, a “lock-up” agreement, substantially in the form of Exhibit I hereto. In addition, each Anteris Party will direct the ~~date hereof~~transfer agent to place stop transfer restrictions upon any such securities of such Anteris Party that are bound by such “lock-up” agreements.

Appears in 1 contract

Sources: Underwriting Agreement (Anteris Technologies Global Corp.)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she~~ Zahr shall not effect any Restricted Transfer of any Parent Common Stock or Blue Owl Common Units Beneficially Owned or otherwise held by Zahr (excluding any Earnout Units) (all such securities, the “Lock-~~up Shares of such NET Power Holder (if any and to~~ Up Shares”) during the ~~extent applicable) until~~ three years following the ~~end of the applicable Lock-up Period~~ Effective Date (the “Lock-upUp Period”); provided that, (x) if any OWL Principal is released from any lock-up period applicable to such OWL Principal, then Zahr and his Permitted Transferees shall have the same number of days released from his, her or its Lock-Up Period or (y) to the extent any lock-up restrictions to which any OWL Principal is subject are relaxed or otherwise waived, the lock-up restrictions to which Zahr and his Permitted Transferees are subject will be correspondingly relaxed or otherwise waived. (b) During the Lock-Up Period, any purported Transfer of Lock-Up Shares by Zahr other than in accordance with this Agreement shall be null and void, and Parent shall refuse to recognize any such Transfer for any purpose. (c) Notwithstanding anything to the contrary contained in this Agreement, during the Lock-Up Period Zahr may make Permitted Transfers (without the consent of Parent) of any Lock-Up Shares. For the avoidance of doubt, ~~the Lock-up shall not apply to~~ in connection with any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Permitted Transfer of Lock-Up ~~Shares during~~ Shares, (x) the restrictions and obligations contained in this Section 2 will continue to apply to such Lock-Up ~~Period. (b) Notwithstanding the provisions set forth in Section 7(a),~~ Shares after any ~~NET Power Holder or its Permitted Transferees may~~ Transfer ~~the Lock-up Shares~~ of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7Shares, and (~~iii~~y) ~~$16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any~~ the Transferee of ~~its NET Power Holders Price~~such Lock-~~Based~~ Up Shares ~~without restriction~~ shall have no rights under this ~~Section 7. (e) With respect to Time-Based Lock-up Shares~~Agreement, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSEunless, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this ~~Section 7~~ Agreement and complies with the following sentence. Any Transferee of Lock-Up Shares that is a Permitted Transferee of the Transferor shall ~~in no way limit any restrictions on or requirements relating~~ be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering a joinder to this Agreement, whereupon such Transferee will be treated as a Party (with the same rights and obligations as the Transferor as to the ~~Transfer~~ applicable Lock-Up Shares) for all purposes of ~~the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in~~ this ~~Agreement or the governing documents of the Company and OpCo as of the date hereof~~Agreement.

Appears in 1 contract

Sources: Investor Rights Agreement (Blue Owl Capital Inc.)

Lock-Up. (a) ~~Subject~~ The Contributor Parties hereby irrevocably agree, without the prior written consent of Acquiror Parent, not to, directly or indirectly, (i) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to ~~Sections 7(b~~result or would be reasonably likely to result in the disposition by any Person at any time in the future of) ~~and 7(c~~any shares of Acquiror Parent Class B Common Stock or Acquiror Units issued as Closing Equity Consideration or Indemnity Equity (or any shares of Acquiror Parent Class A Common Stock acquired in exchange therefor), ~~each NET Power Holder agrees with~~ (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the ~~Company that it~~economic benefits or risks of ownership of any shares of Acquiror Parent Class B Common Stock or Acquiror Units issued as Closing Equity Consideration or Indemnity Equity (or any shares of Acquiror Parent Class A Common Stock acquired in exchange therefor), he whether any such transaction described in clause (i) or ~~she shall not Transfer~~ (ii) above is to be settled by delivery of any ~~Lock-up Shares~~ such shares of ~~such NET Power Holder~~ Acquiror Parent Class B Common Stock, Acquiror Units (if or any ~~and~~ shares of Acquiror Parent Class A Common Stock acquired in exchange therefor) or other Equity Interests, other securities, in cash or otherwise, (iii) deliver a notice of redemption pursuant to the ~~extent applicable) until~~ Acquiror LLC Agreement with respect to the ~~end of the applicable Lock-up Period~~ Indemnity Units or Indemnity Stock (~~the “Lock-up”). For~~ and, for the avoidance of doubt, Acquiror shall have no obligation to redeem such Indemnity Units or Indemnity Stock) or (iv) publicly disclose the ~~Lock-up shall not apply~~ intention to do any ~~Company Interests, warrants or other securities~~ of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Periodforegoing. (b) ~~Notwithstanding~~ Other than with respect to the ~~provisions~~ Indemnity Equity, the restrictions set forth in Section ~~7(a), any NET Power Holder or its Permitted Transferees may Transfer~~ 7.16(a) shall terminate on the ~~Lock~~date that is one-~~up Shares of such NET Power Holder~~ hundred eighty (~~if any and to the extent applicable~~180) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to days following the Closing Date. (c) ~~Notwithstanding the provisions~~ The restrictions set forth in Section ~~7(a),~~ 7.16(a) shall terminate with respect to an Indemnity Unit or share of Indemnity Stock upon the ~~retirement~~ removal of the Indemnity Legend for such Indemnity Unit or shares of ~~Class B Common~~ Indemnity Stock by the Transfer Agent or the Acquiror pursuant to Section ~~4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7~~10.7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Contribution Agreement (Solaris Oilfield Infrastructure, Inc.)

Lock-Up. Without the prior written consent of either one of the Pamplona Key Noteholder or the L ▇▇▇▇▇▇▇▇▇ Key Noteholder (provided that if one of the Pamplona Key Noteholder or the L ▇▇▇▇▇▇▇▇▇ Key Noteholder sells or assigns a majority of its interest in its Convertible Notes to a third party, then only with the prior written consent of the other of the Pamplona Key Noteholder or the L ▇▇▇▇▇▇▇▇▇ Key Noteholder that did not sell or assign a majority of its interest in its Convertible Notes, provided that if both of the Pamplona Key Noteholder and the L ▇▇▇▇▇▇▇▇▇ Key Noteholder sell or assign a majority of its interest in its Convertible Notes, then with either such party’s prior written consent), for a period beginning upon the date of the final prospectus relating to the Initial Public Offering (the “Final Prospectus Date”) and ending eighteen (18) months following the Final Prospectus Date, neither (x) ▇▇▇▇▇▇▇▇▇ nor (y) any holder of Securities or Legacy Warrant Securities (in each case, other than the Pamplona Noteholders, Pamplona Warrantholders, holders of Pamplona Warrant Securities, L ▇▇▇▇▇▇▇▇▇ Noteholders, L ▇▇▇▇▇▇▇▇▇ Warrantholders and holders of L ▇▇▇▇▇▇▇▇▇ Warrant Securities) who, together with such Person’s Affiliates and the Permitted Transferees of such Person and such Person’s Affiliates, at such applicable time holds in the aggregate, directly or indirectly, at least five percent (5%) of the outstanding shares of Common Stock (on a fully diluted basis) (whether or not a selling shareholder pursuant to such registration statement) (the “Locked-up Holders”), in each case, shall (a) ~~Subject~~ offer, pledge, sell, contract to ~~Sections 7(b~~sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) ~~and 7(c)~~enter into any swap or other management that transfers to another, ~~each NET Power Holder agrees with~~ in whole or in part, any of the ~~Company that it~~economic consequences of ownership of Common Stock, he whether any such transaction described in clause (a) or ~~she shall not Transfer any Lock-up Shares~~ (b) above is to be settled by delivery of such ~~NET Power Holder (if any and to~~ Common Stock or such other securities, in cash or otherwise; provided, however, that the ~~extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up~~ foregoing restrictions shall not apply to (i) Transfers among any ~~Company Interests~~Affiliates, ~~warrants~~ provided that the Transferee Affiliate agrees to be bound by the terms of this Agreement, including this Section 2.1, (ii) Transfers constituting the exercise of the Junior Management Options (provided that the foregoing restrictions do apply to the equity underlying such options), or (iii) any Permitted Transfer; provided, further, that the restrictions set forth in this Section 2.1 shall terminate upon the return of proceeds in cash to each of Pamplona and L ▇▇▇▇▇▇▇▇▇ equal to the aggregate principal amount of the Convertible Notes owned by each of them and their Affiliates as of September [•], 2021 (including for the avoidance of doubt cash proceeds received by Pamplona or L ▇▇▇▇▇▇▇▇▇, as the case may be, from any sale of the Convertible Notes, Warrants or any Registrable Securities or any cash payments on the Convertible Notes) (each, a “Cash Return Condition”). Notwithstanding the foregoing in this Section 2.1, but subject to the other terms of this Agreement, (1) ▇▇▇▇▇▇ ▇▇▇ and (2) ▇▇▇▇▇▇▇▇▇, after twelve (12) months following the Final Prospectus Date, shall each have the right to (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other ~~securities~~ management that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, in the aggregate, shares of Common Stock in exchange for proceeds of up to $2,500,000 (I) during any open trading window established pursuant to a bona fide ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company or (~~whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise~~II) ~~other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of~~ pursuant to a trading plan on behalf of such Investor pursuant to Rule 10b5-1 ~~promulgated~~ under the Exchange ~~Act, provided that such plan does not provide~~ Act for the ~~Transfer~~ transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (~~including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash~~each, ~~securities or other property subsequent to the Closing Date~~a “Carved-Out Transfer”). (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (iFit Health & Fitness Inc)

Lock-Up. (a) Maverick/Prentice Lock-Up. (i) Subject to ~~Sections 7(b) and 7(c~~section 2.2(a)(ii), ~~each NET Power Holder agrees with~~ until the date that is 90 days from the date hereof (the "Prentice/Maverick Initial Lock-Up Termination Date"), neither the Maverick Parties nor the Prentice Parties will, without the prior written consent of the Soros Parties, Rho and the Company, (1) sell, offer to sell, ▇▇▇▇ract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of capital stock of the Company, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of capital stock of the Company, or any securities exchangeable for or any other rights to purchase any shares of capital stock of the Company ~~that it, he~~ or ~~she shall not Transfer~~ (3) publicly announce an intention to effect any transaction specified in clause (1) or (2) (such restrictions being referred to herein as the "Prentice/Maverick Lock-~~up Shares of such NET Power Holder (if any and~~ Up Restrictions"). Notwithstanding anything to the ~~extent applicable) until~~ contrary contained herein, the ~~end of the applicable~~ Prentice/Maverick Lock-~~up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up~~ Up Restrictions shall not apply to any ~~Company Interests~~sale of Common Stock by the Maverick Parties or the Prentice Parties to Rho or an individual, ~~warrants~~ corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, or any other ~~securities~~ form of entity unaffiliated with Rho (a "Rho Co-Investor"), if (A) such sale is approved in writing by Rho and, to the extent required under Nasdaq rules and regulations, the Company's shareholders and (B) in the case of a sale to a Rho Co-Investor, the Rho Co-Investor was introduced to Prentice or Maverick (as applicable) by Rho. Notwithstanding anything to the contrary contained herein, the Maverick Parties and Prentice Parties hereby each covenant and agree that they will comply with the requirements of Section 2.1 with respect to any shares held by them as of the ~~Company (whether acquired in the open market, directly from the Company, upon exercise~~ record date of any ~~warrants~~ Company Stockholders' Vote with respect to the Stockholder Approval Condition or ~~otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment~~ Board Restructuring Condition, regardless of ~~a trading plan~~ any transaction effected pursuant to ~~Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of~~ Section 2.2(a)(i)(1) or (2) hereof. (ii) The Prentice/Maverick Lock-Up ~~Shares during~~ Restrictions shall continue to apply with respect to the ~~Lock~~Prentice Parties or the Maverick Parties (as the case may be) until the one year anniversary of the Initial Closing (or such earlier date as Rho and/or Soros is permitted to sell securities that are subject to th▇ ▇▇▇k-~~Up Period. (b) Notwithstanding the provisions~~ up set forth in Section ~~7(a~~2.2(b) hereof) if Rho and/or a Rho Co-Investor shall have offered, in writing, (and in the case of such a written offer, the Prentice Parties or the Maverick Parties, as the case may be, shall not have accepted such an offer), ~~any NET Power Holder~~ on or ~~its Permitted Transferees may Transfer~~ prior to the Prentice/Maverick Initial Lock-~~up Shares~~ Up Termination Date, to purchase for cash at least 50% (or, in the case of ~~such NET Power Holder (if any and to the extent applicable~~Prentice, 100%) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the ~~Company’s Stockholders having the right to exchange their~~ shares of Common Stock ~~(including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities~~ owned by the Prentice Parties or ~~other property subsequent to~~ the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock Maverick Parties (as ~~adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions~~the case may be) ~~(the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which~~ as of the date hereof is on pricing terms no less favorable than those included in the ~~NYSE~~Securities Purchase Agreement, ~~for~~ with such purchase to be consummated within 20 days of delivery of such written notice. In connection with any ~~20 trading days within~~ such sale to Rho and/or a Rho Co-Investor, neither the Prentice Parties nor the Maverick Parties (as the case may be) shall be required to make any ~~30 consecutive trading-day period commencing at least 15 days after~~ representations or warranties concerning the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under Company. Notwithstanding anything contained in this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”2.2(a)(ii) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, ~~if, following~~ the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Locklock-up ~~Shares during~~ restrictions applicable to (1) the ~~Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement~~ Prentice Parties hereunder shall not apply to ~~the contrary, it is understood and agreed that, (i) if~~ any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (transfer by ~~waiver, amendment or otherwise) released from~~ any of the ~~restrictions on Transfer under this Section 7 or under~~ Prentice Parties to any person so long as Prentice Capital Management, L.P. remains the ~~Sponsor Letter Agreement, as applicable, then~~ beneficial owner of the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such releasetransferred securities; and (ii2) if the Maverick Parties hereunder shall not apply to any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (transfer by ~~waiver, amendment or otherwise) released from~~ any of the ~~restrictions on Transfer under~~ Maverick Parties to any person so long as Maverick Capital, Ltd. remains the beneficial owner of the transferred securities. For purposes of this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence2.2(a)(ii) only, the ~~Company~~ term "Prentice Parties" shall ~~notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification~~not include SAC. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Voting Agreement (Maverick Capital LTD)

Lock-Up. (a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the ~~avoidance~~ period of ~~doubt~~twelve months from the date hereof, without the ~~Lock-up shall not apply to any Company Interests, warrants or other securities~~ prior written consent of ~~the Company (whether acquired in the open market, directly from~~ the Company, ~~upon exercise~~ RGC shall not, alone or through or with any other person or entity, in any manner: (i) offer for sale, sell, pledge, or otherwise dispose of (or enter into any ~~warrants~~ transaction or ~~otherwise~~device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) ~~other than~~ the ~~Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from~~ common stock of the ~~establishment of a trading plan pursuant to Rule 10b5-1 promulgated under~~ Company; or (ii) make any short sales, enter into any hedging, derivative or similar transactions regarding the ~~Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period~~Company's common stock. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, ~~if, following~~ RGC may sell or otherwise transfer the ~~Closing,~~ Company's common stock to an affiliate (as such term is defined in Rule 144 promulgated under the ~~last sale price~~ Securities Act) of RGC (an "RGC Affiliate") without the prior written consent of the ~~Class A Common Stock (as adjusted for stock splits~~Company; provided, ~~stock dividends, reorganizations, recapitalizations and similar transactions) (~~however that the ~~“trading share price”) on~~ RGC Affiliate agrees to be bound by the ~~principal exchange on which such securities are then listed or quoted, which as~~ provisions of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 74. (ec) ~~With respect to Time-Based Lock-up Shares, notwithstanding~~ Notwithstanding anything contained herein to the contrary, ifRGC may, ~~following~~ upon the ~~Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as~~ prior written consent of the ~~date hereof is~~ Company (which approval shall not be unreasonably withheld), sell or otherwise transfer the ~~NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after~~ Company's common stock in a private transaction to a third party which: (i) agrees to be bound by the ~~date~~ provisions of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 74, and (ii) is not an RGC Affiliate. (fd) Notwithstanding anything ~~in this Agreement~~ contained herein to the contrary, ~~it is understood and agreed that~~RGC shall be entitled, ~~(i)~~ at any time, to engage in a disposition of the Company's common stock, if ~~any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares~~ the Trading Price (as defined below) of the Company's common stock exceeds $1.00 (to be proportionately adjusted in the ~~Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”)~~ event of any ~~Sponsor Party~~ subdivision or combination of the Company's common stock) during each Trading Day in any Trading Period (as defined in below). "Trading Price" means an amount equal to the ~~Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any~~ average of the ~~restrictions~~ closing bid and ask prices on ~~Transfer under this Section 7~~ a Trading Day (as defined below) as reported by the Nasdaq SmallCap Market (the "NasdaqSC") or ~~under~~ such other securities exchange on which the ~~Sponsor Letter Agreement~~Company's common stock is publicly traded ("Other Exchange"). "Trading Day" means a day on which the Company's common stock is traded on the Nasdaq or such Other Exchange, as applicable~~, then~~ . "Trading Period" means the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the five Trading Days immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date ~~hereof~~of disposition.

Appears in 1 contract

Sources: Exchange Agreement (MKTG Services Inc)

Lock-Up. ~~(a) Subject~~ Subscriber acknowledges that the Shares will be subject to ~~Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock~~lock-up ~~Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period~~ provisions (the “Lock-up”) contained in a Letter Agreement, to be entered into prior to the date of the preliminary prospectus in connection with the IPO between the Subscriber and the Company (the “Letter Agreement”). ~~For~~ Pursuant to the ~~avoidance~~ Letter Agreement, the Subscriber will agree (a) not to sell, transfer, pledge, hypothecate or otherwise dispose of ~~doubt~~all or any part of the non-Forfeiture Shares for one year following the closing of the Business Combination (the “Lock-up Period”) and (b) not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forfeiture Shares until the date the applicable sales price targets set forth in Section 3.2 have been met (the “Forfeiture Shares Lock-up Period”). After the conclusion of the Lock-up Period, the non-Forfeiture Shares shall ~~not apply~~ be freely transferable (subject to ~~any Company Interests, warrants or~~ the other ~~securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing~~ restrictions set forth in this Section ~~7 shall prohibit a NET Power Holder from~~ 5 and the ~~establishment of a trading plan pursuant~~ obligation to ~~Rule 10b5~~forfeit the non-~~1 promulgated under the Exchange Act~~Forfeiture Shares in accordance with Section 3.1, if applicable) provided ~~that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period.~~that: (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (iia) in ~~connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by~~ the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, event the last sale price of the ~~Class A Common Stock~~ Company’s Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, ~~stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading~~ share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like~~, the “NET Power Holders Price-Based Shares”~~) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any ~~30 consecutive trading~~30-trading day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up ~~Period without restriction under this Section 7.~~Period, fifty percent (50%) of the non-Forfeiture Shares shall be released from the Lock-up; and (fb) ~~Notwithstanding anything~~ in ~~this Agreement to~~ the ~~contrary~~event the last sale price of the Company’s Ordinary Shares equals or exceeds $15.00 per share (as adjusted for stock splits, ~~it is understood~~ share dividends, reorganizations, recapitalizations and ~~agreed that, (i~~the like) if for any ~~Time~~20 trading days within any 30-~~Based~~ trading day period during the Lock-up Period, the remaining fifty percent (50%) of the non-Forfeiture Shares shall be released from the Lock-up. After the conclusion of ~~any NET Power Holder or~~ the Forfeiture Shares Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner Period with respect to ~~the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor~~ a tranche of Forfeiture Shares, and ~~such amendment or modification, if applied to this Agreement with respect~~ to the ~~Time-Based Lock-up~~ extent such Forfeiture Shares ~~or Price-Based Lock-up Shares~~have not been forfeited pursuant to Section 3.2, ~~as applicable, would also be favorable to any~~ the applicable tranche of ~~the NET Power Holders, each such NET Power Holder~~ Forfeiture Shares shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationfreely transferable. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Securities Purchase Agreement (Blue Wolf Mongolia Holdings Corp.)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with~~ During the ~~Company that it, he or she shall not Transfer any~~ First Lock-up ~~Shares~~ Period, no Juniper Party shall, directly or indirectly, sell, offer or agree to sell, or otherwise transfer, or loan or pledge (other than a pledge in connection with a bona fide third party debt financing), through swap or hedging transactions, or grant any option to purchase, make any short sale or otherwise dispose of ~~such NET Power Holder~~ (if “Transfer”), any ~~and to the extent applicable) until the end~~ of the ~~applicable~~ Restricted Shares, except as permitted by Section 3(b). During the Second Lock-up ~~Period~~ Period, an Juniper Party may only Transfer a maximum of one-third (1/3) of the Registrable Securities (the “~~Lock-up~~Second Threshold Amount”), except as permitted by Section 3(b). ~~For~~ During the ~~avoidance of doubt, the~~ Third Lock-up ~~shall not apply to any Company Interests~~Period, ~~warrants or other securities~~ an Juniper Party may only Transfer a maximum of two-thirds (2/3) of the ~~Company~~ Registrable Securities (~~whether acquired in~~ the ~~open market~~“Third Threshold Amount”), ~~directly from~~ except as permitted by Section 3(b). Notwithstanding the ~~Company~~foregoing, ~~upon exercise~~ if a Juniper Party elects not to sell a number of ~~any warrants or otherwise) other than~~ Registrable Securities equal to such Juniper Party’s Second Threshold Amount during the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Second Lock-Up ~~Shares~~ Period or such Juniper Party’s Third Threshold Amount during the Third Lock-Up Period, another Juniper Party may elect to sell an additional number of Registrable Securities held by such Juniper Party so long as the total number of Registrable Securities sold by all Juniper Parties in the Second Lock-Up Period does not exceed one-third (1/3) of the Registrable Securities issued to Juniper as of the Closing Date pursuant to the Merger Agreement, and in the Third Lock-Up Period does not exceed two-thirds (2/3) of the Registrable Securities issued to Juniper as of the Closing Date pursuant to the Merger Agreement. (b) Notwithstanding anything to the ~~provisions set forth~~ contrary in Section ~~7(a~~3(a), ~~any NET Power Holder or its Permitted Transferees~~ and subject to the other terms and conditions of this Section 3, an Juniper Party may Transfer Restricted Shares to a Permitted Transferee (each, a “Permitted Transfer”); provided, however, that it shall be a condition to any Permitted Transfer that the Permitted Transferee execute a joinder to this Agreement in the form attached hereto as Exhibit A (at which time, such Permitted Transferee will be deemed a Shareholder and Juniper Party for purposes of this Agreement) and shall be bound by each provision hereof applicable to a Shareholder and Juniper Party. Subject to Section 4(d), each Juniper Party agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Shares except in compliance with the foregoing restrictions; provided that, subject to the requirements of securities Laws, the Company shall cause such stop transfer instructions to be terminated immediately upon expiration of each applicable Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing DatePeriod. (c) ~~Notwithstanding~~ The Restricted Shares shall cease to be “Restricted Shares” and shall be released from the ~~provisions set forth~~ restrictions on Transfer in Section ~~7(a)~~3(a) following each applicable Lock-Up Period; provided, further, that all Common Shares that cease to be “Restricted Shares” shall continue to be Subject Shares that remain subject to the ~~retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes~~ other terms and conditions of this Agreement in accordance with their terms, including Section 4, Section 5, Section 6 and Section 7. (d) ~~With respect~~ Any attempt to ~~Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price~~ Transfer any Restricted Shares in violation of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as terms of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be ~~deemed amended~~ null and void ab initio and no right, title or ~~modified to give effect to, such amendment~~ interest therein or ~~modification. In the event this Agreement is deemed amended or modified pursuant~~ thereto shall be Transferred to the ~~immediately preceding sentence~~purported Transferee. The Company will not give, and will not permit the ~~Company shall notify each NET Power Holder within two (2) business days of the occurrence of~~ Company’s transfer agent to give, any effect to such ~~amendment or modification~~attempted Transfer on its records. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Investor and Registration Rights Agreement (Baytex Energy Corp.)

Lock-Up. Stryker hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to any public offering of Purchaser’s securities and ending on the date specified by Purchaser and the managing underwriter (asuch period not to exceed one hundred eighty (180) ~~Subject~~ days, or such other period as may be requested by Purchaser or an underwriter to ~~Sections 7(b~~accommodate regulatory restrictions on (x) the publication or other distribution of research reports and ~~7(c~~(y) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), ~~each NET Power Holder agrees with the Company that it~~or any successor provisions or amendments thereto), he (A) lend, offer, pledge, sell, contract to sell, sell any option or ~~she shall not Transfer~~ contract to purchase, purchase any ~~Lock-up Shares~~ option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of ~~such NET Power Holder (if any and~~ Common Stock held immediately prior to the ~~extent applicable) until the end~~ effectiveness of the ~~applicable Lock-up Period~~ registration statement for the offering or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the ~~“Lock-up”)~~economic consequences of ownership of any shares of Common Stock, whether any such transaction described in clause (A) or clause (B) above is to be settled by delivery of shares of Common Stock, in cash or otherwise. ~~For the avoidance~~ The foregoing provisions of ~~doubt, the Lock-up~~ this Section 2.04(b)(iii) shall not apply to the sale of any ~~Company Interests~~shares of Common Stock to an underwriter pursuant to an underwriting agreement and shall only be applicable to Stryker if all officers, ~~warrants or other securities~~ directors, holders of more than one percent (1%) of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their outstanding shares of Common Stock (~~including~~ after giving effect to the conversion of all Convertible Securities) and Purchaser enter into, and remain bound by, similar agreements. The underwriters in connection with the offering are intended third party beneficiaries of this Section 2.04(b)(iii) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Stryker further agrees to execute such agreements as may be reasonably requested by Purchaser or any ~~Company Interests exchangeable for~~ underwriter that are consistent with this Section 2.04(b)(iii) or that are necessary to give further effect hereto. In order to enforce the covenants set forth in this Section 2.04(b)(iii), Purchaser may impose stop-transfer instructions with respect to the shares of Common Stock ~~in connection therewith) for cash, securities or other property subsequent to~~ held by Stryker until the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence end of such ~~amendment or modification~~restricted period. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Asset Purchase Agreement (Ember Therapeutics, Inc. - Ny)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power~~ Each Holder hereby agrees ~~with the Company~~ that ~~it, he or she shall~~ it will not Transfer any Shares or interest therein beneficially owned or owned of record by such Holder (collectively, such Holder’s “Lock-~~up Shares of such NET Power Holder (if any and to the extent applicable~~Up Shares”) until the ~~end~~ earliest to occur of the ~~applicable Lock-up Period~~ following (the “Lock-upUp Term”): (i) the date that is six months following the Closing Date of the Merger (as defined in the Merger Agreement)~~. For~~ ; and (ii) the ~~avoidance~~ date following the consummation of ~~doubt~~the Merger on which the Company consummates a liquidation, ~~the Lock-up shall not apply to any Company Interests~~merger, ~~warrants~~ stock exchange or other ~~securities~~ similar transaction that results in all of the ~~Company~~ Company’s stockholders having the right to exchange such stockholders’ Shares for (~~whether acquired in~~ or having their Shares converted into) cash, securities or other property (or the ~~open market~~right to receive any of the foregoing), ~~directly from the Company, upon exercise of any warrants or otherwise)~~ other than ~~the Lock-up Shares. Nothing in this Section 7 shall prohibit~~ any holding company reorganization or a ~~NET Power Holder from the establishment of~~ transaction that is intended solely to effect a ~~trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period~~redomestication. (b) Notwithstanding the ~~provisions~~ foregoing restrictions on Transfer set forth in Section ~~7(a~~2(a), ~~any NET Power~~ each Holder ~~or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period~~ may: (i) Transfer its Lock-Up Shares to any ~~of such NET Power Holder’s~~ Permitted ~~Transferees; or~~ Transferee; (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their Transfer any shares of Common Stock ~~(including any Company Interests~~ or other securities convertible into or exercisable or exchangeable for ~~shares of~~ Common Stock acquired in ~~connection therewith) for cash, securities or other property subsequent to~~ open market transactions after the ~~Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b)~~ effective time of the ~~Charter shall not be deemed~~ Merger; provided, however, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a ~~Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares~~required filing on Schedule 1▇▇, ~~notwithstanding anything contained herein to the contrary~~▇▇▇, if▇▇▇/▇, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed 13G or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”13G/A) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and Term; (iii) ~~$16.00 per share~~exercise any options or warrants to purchase shares of Common Stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, ~~then each NET Power Holder~~however, ~~together~~ that such Holder shall otherwise comply with ~~its Permitted Transferees, may~~ any restrictions on Transfer applicable to such underlying shares of Common Stock; (iv) Transfer any shares of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as Common Stock issuable upon exercise of ~~the date hereof is the NYSE, for~~ any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares options that expire during the Lock-~~up Period without restriction under this Section 7.~~Up Term to the Company to satisfy tax withholding obligations as permitted by the compensation committee of the board of directors of the Company in its discretion pursuant to the Company’s equity incentive plans or arrangements; (fv) ~~Notwithstanding anything in this Agreement~~ Transfer its Lock-Up Shares or other securities convertible into or exercisable or exchangeable for Common Stock to the ~~contrary, it is understood and agreed that, (i) if~~ Company pursuant to any ~~Time-Based~~ contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by the Company of the Holder’s Lock-up Up Shares or other securities in connection with the termination of ~~any NET Power Holder or~~ such Holder’s service to the Company; (vi) Transfer its Lock-up Up Shares in transactions approved by the board of directors of the Company in its discretion to satisfy any U.S. federal, state, or local income tax obligations of such Holder (or its direct or indirect owners) arising from a change in the Code, or the Regulations after the date on which the Merger Agreement was executed by the parties, and such change prevents the Merger from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Merger does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes); and (vii) Transfer any Adjusted EBITDA Shares (as defined in the ~~Sponsor Letter~~ Merger Agreement) when and if received by the Holder; provided, however, that in the case of any Transfer or distribution pursuant to Subsections 2(b)(i), (x) in each case such transferees must enter into a written agreement agreeing to be bound by this Agreement, ~~“Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of~~ including the restrictions on Transfer ~~under this~~ set forth in Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner2(a), and ~~at the same time or times, as the~~ (y) such Permitted Transferee (other ~~Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (~~than a Permitted Transferee as defined in ~~the Sponsor Letter Agreement, “Sponsor Price-Based~~ clause (E) or (F) thereof) agrees to promptly Transfer such Lock-~~up Shares”~~Up Shares back to such Holder if such Permitted Transferee ceases to be a Permitted Transferee for any reason prior to the date such Lock-Up Shares becomes freely transferable. Furthermore, Section 2(a) ~~of and Sponsor Party~~shall not apply to the entry, ~~are directly or indirectly (~~by ~~waiver~~such Holder, ~~amendment or otherwise) released from~~ at any time after the effective time of the ~~restrictions on Transfer under this Section 7 or~~ Merger, of any trading plan providing for the sale of shares of Common Stock by such Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the ~~Sponsor Letter Agreement~~Securities Exchange Act of 1934, as ~~applicable~~it may be amended from time to time; provided, ~~then~~ however, that such plan does not provide for, or permit, the ~~Price-Based~~ sale of any Common Stock during the Lock-~~up Shares of each other Stockholder Party, Sponsor Party~~ Up Term and no public announcement or ~~their Permitted Transferees, as applicable, shall, unless~~ filing is voluntarily made or required regarding such ~~person consents otherwise in writing, also be released in a proportionate manner, and at~~ plan during the ~~same time or times, as the other Price-Based~~ Lock-~~up Shares or Sponsor Price-Based~~ Up Term. (c) Each of the Holders acknowledges and agrees that any purported Transfer of Lock-up Up Shares ~~subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified~~ in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any violation of ~~the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and~~ this Agreement shall be ~~deemed amended or modified to give effect to~~null and void ab initio, ~~such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence,~~ and the Company shall ~~notify each NET Power Holder within two (2) business days of the occurrence of~~ not be required to register any such ~~amendment or modification~~purported Transfer. (gd) ~~For~~ Each of the ~~avoidance~~ Holders agrees and consents to the entry of ~~doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to~~ stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of the ~~Company Interests Beneficially Owned by~~ Shares except in compliance with the ~~NET Power Holders~~ foregoing restrictions and ~~their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or~~ to the ~~governing documents~~ addition of a legend to such Holder’s Shares describing the ~~Company and OpCo as of the date hereof~~foregoing restrictions.

Appears in 1 contract

Sources: Lock Up Agreement (Legato Merger Corp. Ii)

Lock-Up. Investor hereby agrees that, (ai) ~~Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with~~ for the ~~Company that it, he or she shall not Transfer any Lock-up Shares~~ duration of ~~such NET Power Holder (if any and to~~ period from the ~~extent applicable)~~ date of this Agreement until the ~~end~~ twelve-month anniversary of the ~~applicable Lock-up Period~~ Closing (the “Lock-upUp Period for Exchange Shares”), Investor will not, without the prior approval of the Company, offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any Exchange Shares (collectively, the “Lock-Up Exchange Shares”), and (ii) for the duration of period from the date of this Agreement until the six-month anniversary of the Closing (the “Lock-Up Period for Equity Securities”), Investor will not, without the prior approval of the Company, offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, transfer or otherwise dispose of any shares (other than the Exchange Shares) or any other equity security of the Company which Investor owns as of the date of this Agreement or comes to own after the date of this Agreement (collectively, the “Lock-Up Equity Securities”). ~~For~~ Notwithstanding the ~~avoidance of doubt~~foregoing restrictions on transfer, ~~the Lock-up shall not apply~~ Investor may, at any time and from time to time, transfer any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Exchange Shares during the Lock-Up ~~Period. (b) Notwithstanding the provisions set forth in Section 7(a)~~Period for Exchange Shares, and/or transfer any ~~NET Power Holder or its Permitted Transferees may Transfer the~~ Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) Up Equity Securities during the Lock-Up Period ~~without restriction under this Section 7~~for Equity Securities (i) as bona fide gifts or transfers by will or intestacy, (ii) ~~$14.00 per share~~to any trust for the direct or indirect benefit of Investor or the immediate family of Investor, ~~then each NET Power Holder~~provided that any such transfer shall not involve a disposition for value, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) ~~$16.00 per share~~to a partnership which is the general partner of a partnership of which Investor is a general partner, ~~then~~ provided, that, in the case of any gift or transfer described in clauses (i), (ii) or (iii), each ~~NET Power Holder~~transferee agrees in writing to be bound by the terms and conditions contained herein in the same manner as such terms and conditions apply to the undersigned, ~~together with its Permitted Transferees~~absent such agreement to be bound said transfer will be deemed null and void ab initio. For purposes hereof, ~~may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based~~ “immediate family” means Investor’s spouse, child or parent. During the Lock-~~up Shares~~Up Period for Exchange Shares and Lock-Up Period Equity Securities, ~~notwithstanding anything contained herein~~ Investor shall retain all rights of ownership in the Lock-Up Exchange Shares and Lock-Up Equity Securities, respectively, including, without limitation, voting rights and the right to receive any dividends that may be declared in respect thereof. The Company is hereby authorized and required to disclose the ~~contrary, if, following the Closing~~existence of this Agreement to American Stock Transfer and Trust Company LLC, the ~~trading share price on~~ Company’s transfer agent (the ~~principal exchange on which such securities~~ “Transfer Agent”). The Company and the Transfer Agent are ~~then listed or quoted, which as~~ hereby authorized and required to decline to make any transfer of the ~~date hereof is the NYSE~~shares if such transfer would constitute a violation or breach of this Agreement. Investor understands that, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Up Period ~~without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood~~ for Exchange Shares and ~~agreed that, (i) if any Time-Based~~ Lock-~~up Shares of any NET Power Holder~~ Up Period for Equity Securities, the certificates or other instruments representing the Lock-up Up Exchange Shares ~~(as defined in the Sponsor Letter Agreement, “Sponsor Time-Based~~ and Lock-~~up Shares”) of~~ Up Equity Securities, respectively, including any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and applicable balance account at the ~~same time or times~~Transfer Agent, as shall bear a legend in substantially the ~~other Time~~following form (and a stop-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also transfer order may be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence placed against transfer of such ~~amendment or modification~~Exchange Shares): THESE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Exchange Agreement (Jaguar Health, Inc.)

Lock-Up. During the Restricted Period, each Seller understands that the Purchaser Shares, Series X Warrants and the securities underlying the Series X Warrants may not be sold, transferred, assigned, pledged, mortgaged, or otherwise disposed of or made subject to any lien or security interest, during the Restricted Period without the consent of the Company in its sole discretion, except by (a) ~~Subject to Sections 7(b) and 7(c)~~transfer by will or intestate devise, each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) ~~Notwithstanding~~ by lifetime gifts or transfers to family members, trusts or other family-related entities therefor for bona-fide estate and family planning purposes and (c) to the ~~provisions set forth~~ partners, members or shareholders of Seller; provided, however, that any transferee of the Purchaser Shares, Series X Warrants and securities underlying the Series X Warrants agrees in ~~Section 7(a)~~writing to hold such Purchaser Shares, ~~any NET Power Holder or its Permitted Transferees~~ Series X Warrants and securities underlying the Series X Warrants in all cases subject to the terms, conditions, and restrictions of this Agreement. Purchaser may ~~Transfer the Lock~~elect to release a Seller from this lock-up ~~Shares~~ at any time or from time to time for any reason or no reason with respect to any or all of such ~~NET Power Holder (if~~ Seller’s Purchaser Shares, Series X Warrants and securities underlying the Series X Warrants. No such release shall be deemed to obligate the Company to grant any ~~and~~ future releases to ~~the extent applicable) during the Lock~~a Seller or any other Seller nor shall any release granted to another Seller be deemed to obligate Purchaser to grant any future release to any Seller. In addition, each Seller agrees to execute any lock-up ~~Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii)~~ agreement required by the lead underwriter in connection with any public offering that Purchaser may conduct while a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from Seller holds any of the ~~restrictions on Transfer under this Section 7 or under~~ Purchaser Shares, Series X Warrants and shares underlying the ~~Sponsor Letter Agreement~~Series X Warrants; provided, ~~as applicable, then~~ that any such agreement is consistent with the ~~Time-Based Lock~~form of lock-up ~~Shares of~~ agreements generally required by underwriters. Each Seller understands that each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from certificate evidencing any of the ~~restrictions on Transfer under this Section 7 or under~~ Securities and securities underlying the ~~Sponsor Letter Agreement, as applicable, then~~ Series X Warrants will bear the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject legends substantively similar to ~~such release. In the event~~ that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth ~~in this Agreement or the governing documents of the Company and OpCo as of the date hereof~~below: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THE COMPANY’S AGREEMENT WITH THE HOLDER SETS FORTH CERTAIN RESTRICTIONS ON THE HOLDER’S ABILITY TO TRANSFER SUCH SECURITIES. A COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE.”

Appears in 1 contract

Sources: Conditional Stock Purchase Agreement (Scopus BioPharma Inc.)

Lock-Up. 2.1 The Management Team, the Management Team’s ESOP Entity and the Employee ESOP Entity hereby agree that, prior to a Qualified IPO of the Company and so long as the Investor holds equity interest in the Company, without the consent of the Majority Investors (~~a) Subject to Sections 7(b) and 7(c~~meaning the aggregate subscribed capital contribution of which exceeds two thirds of the subscribed capital contribution of all the Investors, the same below), ~~each NET Power Holder agrees~~ all Series C Investors and the Investors entitled to appoint the Investor Directors in accordance with Article 4.1 hereof, none of the ~~Company~~ Management Team, the Management Team’s ESOP Entity and the Employee ESOP Entity shall transfer, gift, pledge or otherwise dispose of or create any third party right on the equity interest directly or indirectly held by it in the Company; provided that it(i) in the event of increase of the Management Team, ~~he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and~~ the existing Management Team members may transfer their equity interest to the ~~extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”)~~newly admitted Management Team members. For the avoidance of doubt, in such case, the ~~Lock-up~~ newly admitted Management Team members shall ~~not apply~~ consent to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in be bound by this ~~Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide~~ Article 2.1 and execute an accession agreement for the ~~Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares~~ transfer of such ~~NET Power Holder (if any and~~ equity interest between the Management Team members to ~~the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees~~be valid; or (ii) ~~in connection with a liquidation, merger, stock exchange, reorganization, tender offer~~ grant of options or transfer of equity to incentive recipients for the purpose of implementing the equity incentive plan or for the purpose of implementing other incentive arrangements approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, Investor Directors; and (iii) ~~$16.00 per share~~the exercise of the redemption rights by Management Team in accordance with Article 2.2 (collectively, ~~then each NET Power Holder~~the “Exempted Transfer”) shall not be subject to any right of consent, ~~together with its Permitted Transferees~~Right of First Refusal, ~~may Transfer any~~ Right of ~~its NET Power Holders Price~~Co-~~Based Shares without restriction under this Section 7~~sale or similar rights of the Company, the Investor and the other shareholders. 2.2 The Parties hereby acknowledge and agree that the equity interest held by each Management Team member through Hangzhou Yijing shall be Restricted Equity Interest. After the relevant Management Team have contributed their portion of the capital contribution in each installment in accordance with Article 4.3(8) of the Series A Investment Agreement, such portion of capital contribution shall be released on the first (e1) ~~With respect to Time~~anniversary of the relevant paid-~~Based Lock-up Shares, notwithstanding anything contained herein~~ in date (but if any Management Team member made payment prior to the ~~contrary~~paid-in date set forth in Article 4.3(8) of the Series A Investment Agreement, ~~if, following~~ such period shall commence from the ~~Closing~~paid-in date set forth in Article 4.3(8) of the Series A Investment Agreement) (for the avoidance of doubt, the ~~trading share price on the principal exchange on which such securities are then listed or quoted, which as~~ portion of the ~~date~~ capital contribution shall still be subject to the provisions of Article 2.1 hereof is after the ~~NYSE~~release of restrictions), and the unpaid portion of capital contribution shall continue to be locked up until all are released; however, that if the Company succeeded in a Qualified IPO or occurred a deemed liquidation event, all shares of capital contribution of the Management Team which have not been released shall be immediately and fully released. If, before the completion of the release of restrictions on all shares of capital contribution held by a Management Team member, (a) such Management Team member resigns for any ~~20 trading days within any 30 consecutive trading~~reason, or (b) he or she commits material breach of the employment contract, non-~~day period commencing at least six months after~~ compete agreement or IP ownership agreement, grossly negligent or other serious neglect of duties as determined by the ~~date~~ board of ~~Closing~~directors and as a result, ~~exceeds $12.00 per share~~his or her capital contribution shall be taken back, ~~then~~ the ~~NET Power Holders, together with their Permitted Transferees, may Transfer any~~ other Management Team members shall have the right to repurchase all shares of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are capital contribution held by such Management Team member directly or indirectly (in proportion to the relative shares of capital contribution held by ~~waiver, amendment or otherwise) released from any~~ them at the price calculated on the basis of the ~~restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time~~amount of paid-~~Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise~~ in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect capital contribution corresponding to the ~~Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and~~ outstanding equity interests held by such ~~amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any~~ Management Team member plus an annualized simple interest of ~~the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification~~5%. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, ~~this Section 7 shall~~ in ~~no way limit any restrictions on or requirements relating to~~ such case, the ~~Transfer~~ other shareholders of the Company ~~Interests Beneficially Owned~~ shall not have the Right of First Refusal, Right of Co-sale or any other similar rights. 2.3 The Parties hereby acknowledge and agree that any equity interest in the Company held by the ~~NET Power Holders~~ Employee ESOP Entity may only be used for the distribution of equity incentives under the equity incentive plan as decided by the board of directors. Unless for the purpose of implementing the equity incentive plan and upon resolution by the board of directors, the Employee ESOP Entity shall not, directly or indirectly, transfer, pledge, create an encumbrance upon or otherwise dispose of any equity interest in the Company held by it. 2.4 Unless the Investor has given its prior written consent, the Management Team shall devote all their ~~respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or~~ working time and energy exclusively into the ~~governing documents~~ operation of the Company and ~~OpCo as~~ shall use their best efforts to promote the development of the ~~date hereof~~Company and for the benefit of the Company, and shall not engage in any part-time jobs, operations or investments that compete with the business of the Company.

Appears in 1 contract

Sources: Shareholders Agreement (I-Mab)

Lock-Up. ~~(a) Subject to Sections 7(b)~~ 6.1 From and ~~7(c)~~after the Closing Date and until the date that is six months after the Closing Date, ~~each NET Power Holder agrees with~~ without the ~~Company that it~~prior approval of the Company, ~~he or she~~ the Share Acquiror shall not ~~Transfer~~ Dispose of (x) any ~~Lock-up~~ of the Shares, together with any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, and (y) any Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the shares of Common Stock described in clause (x) of this sentence (collectively, “Lockup Shares”); provided, however, that the foregoing shall not prohibit the Share Acquiror from transferring any Lockup Shares to (i) a Permitted Transferee; provided that the Permitted Transferee agrees to be bound in writing by the restrictions set forth herein; or (ii) to the Company. 6.2 From and after the date that is six months after the Closing Date through the fifth (5th) anniversary of the Closing Date, without the prior approval of the Company, the Share Acquiror hereby agrees that it shall not, at any specific time, Dispose of more than the Dribble Amount of Lockup Shares as of such ~~NET Power Holder~~ time; provided, however, that the foregoing shall not prohibit the Share Acquiror from transferring any Lockup Shares to (~~if any and~~ i) a Permitted Transferee; provided that the Permitted Transferee agrees to be bound in writing by the restrictions set forth herein; or (ii) to the ~~extent applicable~~Company. “Dribble Amount” of Lockup Shares shall mean, as of a specific time, the maximum number of Lockup Shares that the Share Acquiror would be permitted to Dispose if the Lockup Shares were subject to the volume limitations set forth in Rule 144(e) ~~until~~ under the ~~end of the applicable Lock-up Period~~ Securities Act (~~the “Lock-up”). For~~ and, for the avoidance of doubt, ~~the Lock-up shall~~ not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions other limitations on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise sale set forth in Rule 144 under the Securities Act). The parties acknowledge that the restrictions in this ~~Agreement or the governing documents~~ paragraph are contractual in nature rather than pursuant to an interpretation of ~~the Company and OpCo as of the date hereof~~Rule 144.

Appears in 1 contract

Sources: Share Issuance Agreement (Dicerna Pharmaceuticals Inc)

Lock-Up. ~~(a) Subject~~ 4.1 Without prejudice to ~~Sections 7(b) and 7(c)~~Clause 4.2, ~~each NET Power Holder~~ the Seller agrees ~~with the Company~~ that ~~it, he or she~~ it shall not ~~Transfer~~ sell, transfer or otherwise dispose of any ~~Lock-up~~ of the Sotheby’s Shares that it receives as Initial Consideration or of ~~such NET Power Holder (if any and~~ its economic interest therein until the second anniversary of Completion. The Seller acknowledges that appropriate stop transfer notations shall be reflected in the stock records of Purchaser. 4.2 In addition to the ~~extent applicable)~~ obligations in the previous Clause, the Seller agrees that it shall retain a number of Sotheby’s Shares equalling 20% of the Initial Consideration and that it shall not in any way sell, transfer or otherwise dispose such Sotheby’s Shares or its economic interest therein or create any Restriction on such shares until the ~~end~~ fifth anniversary of Completion. The Seller acknowledges that appropriate stop transfer notations shall be reflected in the stock records of Purchaser. 4.3 The restriction on the transfer of Sotheby’s Shares contained in Clause 4.1 and 4.2 shall terminate in the event of (i) a public bid on Sotheby’s Shares, unless the board of directors of the ~~applicable Lock-up Period~~ Purchaser has publicly declared such bid to be hostile (ii) a delisting of all Sotheby’s Shares, or (iii) a merger or demerger of Purchaser in which Sotheby’s Shares are exchanged for other consideration provided in each case that the ~~“Lock-up”).~~ parties understand and agree that Purchaser intends to merge with and into Sotheby’s Delaware, Inc. in connection with a pending reincorporation transaction and that such merger shall not result in the termination of the transfer restrictions set forth herein. 4.4 For the avoidance of doubt, it is provided that the Lock-up ~~shall~~ as set forth in this Clause does not apply to any ~~Company Interests~~transfer of Sotheby’s Shares received by the Seller as Consideration to a family trust, ~~warrants or other securities of~~ provided that, prior to such transfer, such trust shall undertake, and Noortman shall procure that such trust shall undertake, that it shall be bound by the ~~Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock~~same lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (obligations as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which Seller as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this ~~Agreement or the governing documents of the Company and OpCo as of the date hereof~~Clause.

Appears in 1 contract

Sources: Agreement for the Sale and Purchase of Shares (Sothebys)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power~~ Each Holder hereby agrees ~~with the Company~~ that ~~it, he or she shall~~ it will not Transfer any Shares or interest therein beneficially owned or owned of record by such Holder (collectively, such Holder’s “Lock-~~up Shares of such NET Power Holder (if any and to the extent applicable~~Up Shares”) until the ~~end~~ earliest to occur of the ~~applicable Lock-up Period~~ following (the “Lock-upUp Term”): (i) the date that is six months following the Closing Date of the Merger (as defined in the Merger Agreement)~~. For~~ ; and (ii) the ~~avoidance~~ date following the consummation of ~~doubt~~the Merger on which the Company consummates a liquidation, ~~the Lock-up shall not apply to any Company Interests~~merger, ~~warrants~~ stock exchange or other ~~securities~~ similar transaction that results in all of the ~~Company~~ Company’s stockholders having the right to exchange such stockholders’ Shares for (~~whether acquired in~~ or having their Shares converted into) cash, securities or other property (or the ~~open market~~right to receive any of the foregoing), ~~directly from the Company, upon exercise of any warrants or otherwise)~~ other than ~~the Lock-up Shares. Nothing in this Section 7 shall prohibit~~ any holding company reorganization or a ~~NET Power Holder from the establishment of~~ transaction that is intended solely to effect a ~~trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period~~redomestication. (b) Notwithstanding the ~~provisions~~ foregoing restrictions on Transfer set forth in Section ~~7(a~~2(a), ~~any NET Power~~ each Holder ~~or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period~~ may: (i) Transfer its Lock-Up Shares to any ~~of such NET Power Holder’s~~ Permitted ~~Transferees; or~~ Transferee; (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their Transfer any shares of Common Stock ~~(including any Company Interests~~ or other securities convertible into or exercisable or exchangeable for ~~shares of~~ Common Stock acquired in ~~connection therewith) for cash, securities or other property subsequent to~~ open market transactions after the ~~Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b)~~ effective time of the ~~Charter shall not be deemed~~ Merger; provided, however, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a ~~Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares~~required filing on Schedule 13F, ~~notwithstanding anything contained herein to the contrary~~13 D, if13D/A, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed 13G or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”13G/A) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and Term; (iii) ~~$16.00 per share~~exercise any options or warrants to purchase shares of Common Stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, ~~then each NET Power Holder~~however, ~~together~~ that such Holder shall otherwise comply with ~~its Permitted Transferees, may~~ any restrictions on Transfer applicable to such underlying shares of Common Stock; (iv) Transfer any shares of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as Common Stock issuable upon exercise of ~~the date hereof is the NYSE, for~~ any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares options that expire during the Lock-~~up Period without restriction under this Section 7.~~Up Term to the Company to satisfy tax withholding obligations as permitted by the compensation committee of the board of directors of the Company in its discretion pursuant to the Company’s equity incentive plans or arrangements; (fv) ~~Notwithstanding anything in this Agreement~~ Transfer its Lock-Up Shares or other securities convertible into or exercisable or exchangeable for Common Stock to the ~~contrary, it is understood and agreed that, (i) if~~ Company pursuant to any ~~Time-Based~~ contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by the Company of the Holder’s Lock-up Up Shares or other securities in connection with the termination of ~~any NET Power Holder or~~ such Holder’s service to the Company; (vi) Transfer its Lock-up Up Shares in transactions approved by the board of directors of the Company in its discretion to satisfy any U.S. federal, state, or local income tax obligations of such Holder (or its direct or indirect owners) arising from a change in the Code, or the Regulations after the date on which the Merger Agreement was executed by the parties, and such change prevents the Merger from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Merger does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes); and (vii) Transfer any shares of Common Stock or other securities acquired as part of the PIPE Investment (as defined in the ~~Sponsor Letter~~ Merger Agreement) or issued in exchange for, or on conversion or exercise of, any securities issued as part of the PIPE Investment; provided, however, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13 D, 13D/A, 13G or 13G/A) during the Lock-Up Term; provided, however, that in the case of any Transfer or distribution pursuant to Subsections 2(b)(i), (x) in each case such transferees must enter into a written agreement agreeing to be bound by this Agreement, ~~“Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of~~ including the restrictions on Transfer ~~under this~~ set forth in Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner2(a), and ~~at the same time or times, as the~~ (y) such Permitted Transferee (other ~~Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (~~than a Permitted Transferee as defined in ~~the Sponsor Letter Agreement, “Sponsor Price-Based~~ clause (E) or (F) thereof) agrees to promptly Transfer such Lock-~~up Shares”) of and Sponsor Party~~Up Shares back to such Holder if such Permitted Transferee ceases to be a Permitted Transferee for any reason prior to the date such Lock-Up Shares becomes freely transferable. Furthermore, ~~are directly or indirectly (~~Section 2(a)shall not apply to the entry, by ~~waiver~~such Holder, ~~amendment or otherwise) released from~~ at any time after the effective time of the ~~restrictions on Transfer under this Section 7 or~~ Merger, of any trading plan providing for the sale of shares of Class A Common Stock by such Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the ~~Sponsor Letter Agreement~~Securities Exchange Act of 1934, as ~~applicable~~it may be amended from time to time; provided, ~~then~~ however, that such plan does not provide for, or permit, the ~~Price-Based~~ sale of any Common Stock during the Lock-~~up Shares of each other Stockholder Party, Sponsor Party~~ Up Term and no public announcement or ~~their Permitted Transferees, as applicable, shall, unless~~ filing is voluntarily made or required regarding such ~~person consents otherwise in writing, also be released in a proportionate manner, and at~~ plan during the ~~same time or times, as the other Price-Based~~ Lock-~~up Shares or Sponsor Price-Based~~ Up Term. (c) Each of the Holders acknowledges and agrees that any purported Transfer of Lock-up Up Shares ~~subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified~~ in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any violation of ~~the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and~~ this Agreement shall be ~~deemed amended or modified to give effect to~~null and void ab initio, ~~such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence,~~ and the Company shall ~~notify each NET Power Holder within two (2) business days of the occurrence of~~ not be required to register any such ~~amendment or modification~~purported Transfer. (gd) ~~For~~ Each of the ~~avoidance~~ Holders agrees and consents to the entry of ~~doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to~~ stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of the ~~Company Interests Beneficially Owned by~~ Shares except in compliance with the ~~NET Power Holders~~ foregoing restrictions and ~~their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or~~ to the ~~governing documents~~ addition of a legend to such Holder’s Shares describing the ~~Company and OpCo as of the date hereof~~foregoing restrictions.

Appears in 1 contract

Sources: Lock Up Agreement (Alpine Acquisition Corp.)

Lock-Up. (a) Subject to ~~Sections 7(b~~Section 2(b) ~~and 7(c)~~below, each ~~NET Power Holder~~ of the Overseas Stockholders covenants and agrees ~~with~~ that such Overseas Stockholder will not, directly or indirectly, sell, offer, contract to sell, pledge, grant any option to purchase or otherwise dispose of any Merger Shares held by such Overseas Stockholder (such restrictions are hereinafter referred to as the ~~Company that it, he or she shall not Transfer any~~ "Lock-~~up Shares of such NET Power Holder~~ Up") for a period (~~if any~~ the "Lock-Up Period") commencing on the date hereof and ending on the following dates (rounded to the ~~extent applicable~~nearest whole number of shares): (a) ~~until the end~~ as to one-third of the ~~applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt~~Merger Shares held by such Overseas Stockholder, the Lock-~~up shall not apply~~ Up will terminate on February 16, 1998, (b) as to ~~any Company Interests, warrants or other securities~~ one-half of the ~~Company (whether acquired in the open market~~remaining Merger Shares held by such Overseas Stockholder, ~~directly from the Company, upon exercise of any warrants or otherwise) other than~~ the Lock-~~up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from~~ Up will terminate on February 16, 1999, and (c) as to the ~~establishment~~ balance of ~~a trading plan pursuant to Rule 10b5-1 promulgated under~~ the ~~Exchange Act~~Merger Shares held by such Overseas Stockholder, ~~provided that such plan does not provide for~~ the ~~Transfer of~~ Lock-Up will terminate on February 16, 2000. (b) Notwithstanding Section 2(a): (i) the Overseas Stockholders shall be entitled to transfer all or any portion of the Merger Shares during the Lock-Up ~~Period. (b) Notwithstanding~~ Period for bona fide estate planning purposes, as charitable contributions and/or in connection with the ~~provisions set forth in Section 7(a)~~bona fide pledge of Merger Shares, ~~any NET Power Holder or its Permitted Transferees may Transfer~~ and the Merger Shares subject to the Lock-~~up Shares~~ Up shall also be transferable by will and by the laws of intestacy; provided that in each such case, the transferee of such ~~NET Power Holder (if any and~~ Merger Shares shall agree in writing to be bound by the ~~extent applicable) during~~ terms of the Lock-~~up Period (i)~~ Up with respect to ~~any of~~ such ~~NET Power Holder’s Permitted Transferees; or~~ Merger Shares as a condition to such transfer; (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-~~up Period without restriction under this Section 7 in an amount up~~ Up will terminate prior to ~~one-third~~ the end of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period ~~without restriction under~~ immediately upon the happening of any of the following events: (A) as to the Merger Shares owned beneficially in whole or in part by any Overseas Stockholder (or his or her permitted transferees pursuant to this Section 7, 2) in the event that such Overseas Stockholder's employment with the Company is terminated Without Cause or is terminated by such Overseas Stockholder for Good Reason (iias such terms are defined in the respective employment agreement between the Company and such Overseas Stockholder); and (B) ~~$14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up~~ as to ~~an additional one-third of its NET Power Holders Price-Based Shares in excess~~ ten percent (10%) of the ~~NET Power Holders Price~~Merger Shares subject to the Lock-~~Based Shares described~~ Up in the ~~foregoing clause (i) (i.e., up to two-thirds~~ event that both of ~~its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7,~~ EDL and RBL are deceased; (iii) ~~$16.00 per share, then~~ WFL shall be permitted to transfer Merger Shares held by him to EDL and/or RBL or their designees pursuant to any right of first refusal or repurchase agreement among such parties and EDL and RBL shall be permitted to transfer Merger Shares held by them to each ~~NET Power Holder, together with its Permitted Transferees, may Transfer~~ other; provided that in any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closingsuch case, the ~~trading share price on~~ transferee or transferees shall agree in writing to be bound by the ~~principal exchange on which such securities are then listed or quoted, which as~~ terms of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-~~up Period without restriction under this Section 7.~~Up with respect to such Merger Shares as a condition to such transfer; (fiv) ~~Notwithstanding anything in this Agreement~~ the Lock-Up shall terminate prior to the ~~contrary~~end of the Lock-Up Period as to (A) any Merger Shares that are surrendered for cancellation pursuant to Section 10.6 of the Merger Agreement, ~~it is understood and agreed that,~~ or (iB) any Merger Shares surrendered for cancellation in payment upon the exercise of outstanding stock options held by EDL or RBL; and (v) if any ~~Time-Based Lock-up Shares~~ Event of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or Default occurs under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Security Agreement with respect to any Note under which an Overseas Stockholder is a payee, the ~~Time-Based~~ Lock-up Up shall immediately terminate as to a number of Merger Shares beneficially owned by such Overseas Stockholder (or his or her permitted transferee), either individually or jointly with another Overseas Stockholder (or such stockholder's permitted transferee), equal to (A) the remaining amount of principal and interest due to such Overseas Stockholder under such Note, divided by (B) Current Market Price~~-Based Lock-up Shares~~, ~~as applicable~~which shall be the closing price of EMAC Common Stock on the trading day immediately following the date of such Event of Default. The closing price shall be the last reported sales price regular way (or, ~~would also~~ in case no such reported sale takes place on such day, the last reported sales price regular way for the next succeeding day for which such information is available shall be ~~favorable~~ used), in each case on the principal national securities exchange or the Nasdaq National Market on which the shares of EMAC Common Stock are listed or admitted to ~~any~~ trading, or if not listed or admitted to trading thereon, the average of the ~~NET Power Holders~~closing bid and asked prices of EMAC Common Stock in the over-the-counter market as reported by Nasdaq or any comparable system, ~~each~~ or if EMAC Common Stock is not listed on Nasdaq or a comparable system, the average of the closing bid and asked prices on such ~~NET Power Holder~~ day in the domestic over-the-counter market as reported on the NASD Electronic Bulletin Board, or, if not reported on such Bulletin Board, in the "pink sheets" published by the National Quotation Bureau, Incorporated. If at any time EMAC Common Stock is not listed on any national securities exchange or quoted in the Nasdaq System or the over-the-counter market or reported on the NASD Electronic Bulletin Board or in the "pink sheets" published by the National Quotation Bureau, Incorporated, the Current Market Price on such day shall be ~~afforded~~ the ~~benefits of~~fair market value thereof reasonably determined in good faith by the members of the board of directors of EMAC, excluding the Overseas Stockholders, and ~~this Agreement shall be deemed amended or modified~~ reasonably agreed to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in ~~no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned~~ good faith by the ~~NET Power Holders~~ Overseas Stockholders based upon such information and ~~their respective Permitted Transferees under applicable securities Laws or~~ advice as ~~otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof~~they mutually consider appropriate.

Appears in 1 contract

Sources: Lock Up and Registration Rights Agreement (Overseas Filmgroup Inc)

Lock-Up. (a) ~~Subject to Sections 7(b~~Each Holder (including the Founder Holder) severally, and ~~7(c)~~not jointly, ~~each NET Power Holder~~ agrees with ~~the Company that it~~PubCo not to effect any Transfer, he or ~~she shall not Transfer~~ make a public announcement of any intention to effect such Transfer, of any Lock-up Up Shares (as defined below) Beneficially Owned or otherwise held by such Person during the Lock-Up Period (as defined below); provided, that such prohibition shall not apply to Transfers (i) permitted pursuant to Section 4.2, (ii) permitted pursuant to Article III, (iii) by PIH pursuant to the PIH Distribution, (iv) by the Sellers (pro rata in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Sellers at the applicable time) to any party to any Subscription Agreement or Non-Redemption Agreement in accordance with the terms of such ~~NET Power Holder~~ Subscription Agreement or Non-Redemption Agreement, (if v) by any ~~and to~~ Seller following the ~~extent applicable) until the end of the applicable~~ Seller Lock-up Up Period (as defined below), including in any LP Distribution, (vi) by any Management Holder following the “Management Lock-~~up”)~~Up Period or (vii) of any Warrants by the Sponsor, other than the Locked-Up Warrants. For the avoidance of doubt, each Holder agrees with PubCo not to effect an LP Distribution during the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Seller Lock-Up ~~Shares~~ Period, and the Sponsor and Founder Holder agree with PubCo not to effect an LP Distribution during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transfereesprovided, in each such case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, ~~(i) if~~ notwithstanding anything to the contrary in this Investor Rights Agreement, Sponsor may Transfer any ~~Time-Based~~ Warrants that it owns during the Lock-~~up Shares~~ Up Period, other than the Locked-Up Warrants, including through an LP Distribution. To the extent (I) PubCo permits any H&F Holder to make any Transfer of ~~any NET Power Holder or~~ a portion of its Lock-up Up Shares ~~(as defined in~~ prior to the ~~Sponsor Letter Agreement, “Sponsor Time-Based~~ expiration of the Seller Lock-~~up Shares”~~Up Period that is otherwise prohibited by this Section 4.1 and (II) ~~of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from~~ any of the other Sellers are not permitted to participate in such Transfer with a proportionate amount of their respective Lock-Up Shares, then PubCo shall concurrently release a proportionate amount of such other Sellers' respective Lock-Up Shares from the restrictions on Transfer ~~under~~ set forth in this Section ~~7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based~~ 4.1. The “Lock-~~up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also~~ Up Period” shall be ~~released in a proportionate manner,~~ the period commencing on the Closing Date and at ending on the ~~same time or times, as~~ date that is 18 months following the ~~other Time-Based~~ Closing Date. The “Seller Lock-~~up Shares or Sponsor Time~~Up Period” shall be the period commencing on the Closing Date and ending on the date that is the earlier of (x) 18 months following the Closing Date and (y) the later of (A) the one year anniversary of the Closing Date and (B) the expiration of the applicable Market Stand-~~Based~~ Off Period in respect of the second Underwritten Shelf Take-Down initiated by the H&F Holders after the date hereof; provided that, in the case of the foregoing clause (y), the H&F Holders may elect, upon written notice delivered to PubCo in advance of the date contemplated by the foregoing clause (y), in their sole discretion, to extend the Seller Lock-~~up Shares subject to such release~~Up Period until the date that is 18 months following the Closing Date; ~~and (ii)~~ provided, further, that, if ~~any Price-Based~~ the Seller Lock-~~up Shares of any NET Power Holder~~ Up Period is waived or ~~Extended Lock-up Shares (as defined~~ reduced in ~~the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly~~ whole or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner part with respect to the ~~Sponsor Time-Based~~ Lock-up Up Shares held by any LGP Holder, GIC Holder or ~~Sponsor Price-Based Lock-up Shares favorable~~ PIH Rollover Holder, then all other LGP Holders, GIC Holders and PIH Rollover Holders shall be entitled to ~~Sponsor and such amendment~~ a proportionate waiver or ~~modification, if applied to this Agreement~~ reduction with respect to ~~the Time-Based~~ their respective Lock-~~up Shares or Price-Based~~ Up Shares. The “Initial Lock-up Up Period” shall be the period commencing on the Closing Date and ending on the date that is six (6) months following the Closing Date. The “Management Lock-Up Period” shall be the period commencing on the Closing Date and ending on the date that is twelve (12) months following the Closing Date. The “Lock-Up Shares, ” means the Registrable Securities held by the Holders as ~~applicable, would also be favorable to any~~ of the ~~NET Power Holders~~Closing Date or received by the Holders in the PIH Distribution, ~~each such NET Power Holder shall be afforded~~ including Common Stock and the ~~benefits of~~Locked-Up Warrants (but not including, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For for the avoidance of doubt, ~~this Section 7 shall in no way limit~~ any ~~restrictions on or requirements relating to~~ Warrants other than the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereofLocked-Up Warrants).

Appears in 1 contract

Sources: Investor Rights Agreement (Churchill Capital Corp III)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c~~During the Lock-up Period (as defined below), ~~each NET Power~~ the Holder irrevocably agrees ~~with the Company~~ that it, he or she ~~shall~~ will not ~~Transfer~~ offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any ~~Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end~~ of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in below) (including any securities convertible into, or exchangeable for, or representing the ~~Sponsor Letter Agreement~~rights to receive, ~~“Sponsor Time-Based~~ Lock-up Shares”) ), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any ~~Sponsor Party~~ such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined in below) with respect to any security of the ~~Sponsor Letter Agreement)~~Purchaser; provided that if the Holder is the Chief Executive Officer of the Company, ~~are~~ the Holder may offer, sell, contract to sell, pledge or otherwise dispose of, directly or ~~indirectly (by waiver~~indirectly, ~~amendment or otherwise) released from any~~ up to 500,000 of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (~~as defined in the Sponsor Letter Agreement~~any such shares, “~~Sponsor Price-Based Lock-up~~ Transfer Shares”) provided that the person acquiring such Transfer Shares shall sign and deliver to the Parent a resale lock-up agreement substantially in the form of this resale lock-up agreement and ~~Sponsor Party, are directly or indirectly~~ the lock-up period for such Transfer Shares shall be no shorter than the Lock-Up Period applicable to the Transfer Shares immediately prior to their transfer. (~~by waiver, amendment or otherwise~~b) ~~released from any~~ In furtherance of the ~~restrictions~~ foregoing, the Purchaser will (i) place an irrevocable stop order on ~~Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up~~ all Purchaser Merger Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based which are Lock-up Shares, ~~as applicable~~including those which may be covered by a registration statement, ~~would also be favorable to any~~ and (ii) notify the Purchaser’s stock transfer agent in writing of the ~~NET Power Holders, each~~ stop order and the restrictions on such ~~NET Power Holder shall be afforded the benefits of, and~~ Lock-up Shares under this Agreement ~~shall be deemed amended~~ and direct the Purchaser’s transfer agent not to process any attempts by the Holder to resell or ~~modified to give effect to~~transfer any Lock-up Shares, ~~such amendment or modification. In the event~~ except in compliance with this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationAgreement. (gc) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the ~~avoidance~~ Securities Exchange Act of ~~doubt~~1934, as amended (the “Exchange Act”) and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this ~~Section 7~~ agreement, “Lock-up Period” shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.mean:

Appears in 1 contract

Sources: Resale Lock Up Agreement (Helbiz, Inc.)

Lock-Up. 1.1 The Shareholder hereby agrees chat it will not offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (acollectively, a “Disposition”) ~~Subject~~ any (i) shares of Common Stock held at the effective time of the Merger Agreement, (ii) options or warrants to ~~Sections 7(b~~purchase any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock held at the effective time of the Merger, or (iii) ~~and 7(c~~shares of Common Stock issued in the future upon conversion, exchange, or exercise of convertible, exchangeable, or exercisable securities (collectively, “Securities”), ~~each NET Power Holder agrees~~ now owned by the Shareholder or with respect to which the ~~Company that it~~Shareholder has the power of disposition, he other than (i) as a bona fide gift or ~~she shall not Transfer any~~ gifts, provided the donee or donees thereof agree in writing to be bound by this Lock-~~up Shares~~ Up Agreement, (ii) as a distribution to its shareholders or, if such Shareholder is a trust, to its beneficiary or beneficiaries, provided that its shareholders or beneficiary or beneficiaries, as the case may be, agree in writing to be bound by the terms of this Lock. Up Agreement, (iii) as a transfer to a trust or trusts for the exclusive benefit of such ~~NET Power Holder~~ Shareholder or its family member(s), provided the trustee(s) of such trust or trusts agree in writing m he bound by the terms of this Lock-Up Agreement, or (~~if any and~~ iv) as provided in Section 1.3 below, The foregoing restrictions will terminate as to all of’ the ~~extent applicable) until~~ Securities on the ~~end~~ second anniversary of the ~~applicable Lock-up Period~~ effective date of the Merger (the “Lock-upUp Period”). ~~For~~ The foregoing restriction has been expressly agreed to preclude the ~~avoidance of doubt, the Lock-up shall not apply to~~ Shareholder from engaging in any ~~Company Interests, warrants~~ hedging or other ~~securities~~ transaction which is designed to or reasonably expected to lead to or result in a Disposition of ~~the Company~~ Shares (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, except as provided ~~that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth~~ in Section ~~7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable~~1.3 below) during the Lock-up ~~Period~~ Period, even if such Shares would be disposed of by someone other than such holder, Such prohibited hedging or other transactions would include, without limitation, any short sale (iwhether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to arty Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of ~~such NET Power Holder’s Permitted Transferees; or (ii) in connection~~ its value from the Securities. The Shareholder also agrees and consents to the entry of stop transfer instructions with ~~a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of~~ the Company’s ~~Stockholders having~~ transfer agent and registrar against the ~~right to exchange their~~ transfer of the Securities, except in compliance with this Lock-Up Agreement. 1.2 The Shareholder hereby represents and warrants that, as of the date hereof, it owns the number of shares of Common Stock (~~including any Company Interests~~ and securities exercisable, convertible or otherwise exchangeable for ~~shares of~~ Common ~~Stock in connection therewith~~Stock) ~~for cash~~as specified on the signature page, ~~securities or other property subsequent~~ and no more. 1.3 Notwithstanding anything to the ~~Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a)~~contrary herein, the ~~retirement~~ restrictions of ~~shares~~ this Lock-Up Agreement shall expire as to certain percentages of ~~Class B Common Stock~~ the Securities owned by the Shareholder pursuant to ~~Section 4.3(b) of~~ the ~~Charter shall not be deemed a Transfer for purposes~~ terms of this Section 71. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Lock Up Agreement (Visijet Inc)

Lock-Up. (a) ~~Subject~~ Each Holder signatory to ~~Sections 7(b) and 7(c), each NET Power Holder~~ this Agreement hereby agrees ~~with the Company~~ that ~~it, he or she shall~~ it will not Transfer any Shares or interest therein beneficially owned or owned of record by such Holder (collectively, such Holder’s “Lock-~~up Shares of such NET Power Holder (if any and to the extent applicable~~Up Shares”) until the ~~end~~ earliest to occur of the ~~applicable Lock-up Period~~ following (the “Lock-upUp Term”~~). For~~ ): (i) one hundred eighty (180) days after the ~~avoidance~~ consummation of ~~doubt~~the Acquisition; and (ii) the date following the consummation of the Acquisition on which the Parent consummates a liquidation, ~~the Lock-up shall not apply to any Company Interests~~merger, ~~warrants~~ stock exchange or other ~~securities~~ similar transaction that results in shareholders representing a majority of the ~~Company~~ Shares having the right to exchange such shareholders’ Shares for (~~whether acquired in~~ or having their Shares converted into) cash, securities or other property (or the ~~open market~~right to receive any of the foregoing), ~~directly from the Company, upon exercise of any warrants or otherwise)~~ other than ~~the Lock-up Shares. Nothing in this Section 7 shall prohibit~~ any holding company reorganization or a ~~NET Power Holder from the establishment of~~ transaction that is intended solely to effect a ~~trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period~~redomestication. (b) Notwithstanding the ~~provisions~~ foregoing restrictions on Transfer set forth in Section ~~7(a~~2(a), ~~any NET Power~~ each Holder ~~or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period~~ may: (i) Transfer its Lock-Up Shares to any ~~of such NET Power Holder’s~~ Permitted ~~Transferees; or~~ Transferee; (ii) ~~in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof~~ Transfer any Shares or other ~~similar transaction which results~~ securities convertible into or exercisable or exchangeable for Shares acquired in ~~all~~ open market transactions after the effective time of the ~~Company’s Stockholders having the right~~ Acquisition; provided, however, that no such transaction is required to ~~exchange their shares of Common Stock~~ be, or is, publicly announced (~~including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash~~whether on Form 4, ~~securities~~ Form 5 or otherwise, other ~~property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a)~~than a required filing on Schedule 13F, ~~the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares~~13 D, ~~notwithstanding anything contained herein to the contrary~~13D/A, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed 13G or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”13G/A) during the Lock-Up ~~Period without restriction under~~ Term; (iii) exercise any options or warrants to purchase Shares (which exercises may be effected on a cashless basis, to the extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, however, that such Holder shall otherwise comply with any restrictions on Transfer applicable to such underlying Shares; (iv) Transfer any Shares issuable upon exercise of any options that expire during the Lock-Up Term to the Parent to satisfy tax withholding obligations as permitted by the compensation committee of the board of directors of the Parent in its discretion pursuant to the Parent’s equity incentive plans or arrangements; and (v) Transfer its Lock-Up Shares in transactions approved by the board of directors of the Parent in its discretion to satisfy any national, federal, state, or local income tax obligations of such Holder (or its direct or indirect owners) arising from a change in the Code, or the Regulations after the date on which the SPA was executed by the parties thereto, and such change prevents the Acquisition, taken together, from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Acquisition does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes); provided, however, that, in the case of any Transfer or distribution pursuant to Subsection 2(b)(i), (x) in each case, such Permitted Transferees must enter into a written agreement agreeing to be bound by this Agreement, including the restrictions on Transfer set forth in Section 72(a), and (y) any such Permitted Transferee, as defined in clause (ii) ~~$14.00 per share~~of the definition of Permitted Transferee agrees to promptly Transfer such Lock-Up Shares back to such Holder if such Permitted Transferee ceases to be a Permitted Transferee for any reason prior to the date such Lock-Up Shares become freely transferable. Furthermore, ~~then each NET Power~~ Section 2(a) shall not apply to the entry, by such Holder, ~~together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess~~ at any time after the effective time of the ~~NET Power Holders Price-Based~~ Acquisition, of any trading plan providing for the sale of Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power by such Holder, ~~together with its Permitted Transferees~~which trading plan meets the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as it may ~~Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect~~ be amended from time to ~~Time-Based Lock-up Shares~~time; provided, ~~notwithstanding anything contained herein to the contrary~~however, ifthat such plan does not provide for, ~~following the Closing~~or permit, the ~~trading share price on the principal exchange on which such securities are then listed or quoted, which as~~ sale of ~~the date hereof is the NYSE, for~~ any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-~~up Period without restriction under this Section 7~~Up Term and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Term. (fc) ~~Notwithstanding anything in this Agreement to~~ Each of the ~~contrary, it is understood~~ Holders acknowledges and ~~agreed that, (i) if~~ agrees that any ~~Time-Based~~ purported Transfer of Lock-up Up Shares in violation of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be ~~deemed amended or modified~~ null and void ab initio, and the Parent shall not be required to ~~give effect to,~~ register any such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationpurported Transfer. (gd) ~~For~~ Each of the ~~avoidance~~ Holders agrees and consents to the entry of ~~doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to~~ stop transfer instructions with the Parent’s transfer agent and registrar against the Transfer of the ~~Company Interests Beneficially Owned by~~ Shares, except in compliance with the ~~NET Power Holders~~ foregoing restrictions and ~~their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or~~ to the ~~governing documents~~ addition of a legend to such Holder’s Shares describing the ~~Company and OpCo as of the date hereof~~foregoing restrictions.

Appears in 1 contract

Sources: Lock Up Agreement (NAKED BRAND GROUP LTD)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power~~ The Holder ~~agrees with the Company that it, he or she~~ shall not ~~Transfer~~ offer, sell, contract to sell, pledge, assign, grant any option, right or warrant to purchase, lend, make any short sale, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership, or otherwise dispose of, directly or indirectly, the shares of common stock, par value $0.001 per share, of Entellus (“Entellus Common Stock”) received pursuant to the Merger Agreement (the “Locked-Up Shares”) for the period beginning on the Closing Date and continuing (i) with respect to twenty-five percent (25%) of the Locked-Up Shares, through the closing of trading on the date that is ninety (90) days after the Closing Date, (ii) with respect to an additional twenty-five percent (25%) of the Locked-Up Shares, through the closing of trading on the date that is one hundred and eighty (180) days after the Closing Date and (iii) with respect to the remaining shares, through the close of trading on the date that is three hundred sixty-five (365) days after the Closing Date (each such period, referred to as a “Lock-~~up Shares of such NET Power Holder (if any~~ Up Period” and ~~to the extent applicable) until the end of the applicable Lock-up Period (~~collectively as the “Lock-upUp Period”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions ~~set forth in~~ of Section ~~7(a~~1(a), ~~any NET Power Holder or its Permitted Transferees may Transfer the~~ during a Lock-up Up Period, the Holder may transfer all or a portion of the Locked-Up Shares ~~of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period~~ (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing to ~~any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved~~ be bound by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes terms and conditions of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7Agreement, (ii) ~~$14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up~~ to ~~an additional one-third of its NET Power Holders Price-Based Shares in excess~~ any trust for the direct or indirect benefit of the ~~NET Power Holders Price-Based Shares described~~ Holder or an immediate family member of the Holder; provided that the trustee of the trust agrees in writing to be bound by the ~~foregoing clause (i) (i.e.~~terms and conditions of this Agreement; provided, ~~up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7~~further that any such transfer shall not involve a disposition for value, ~~and~~ (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the ~~contrary~~Holder’s affiliates (including, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, ~~then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party~~ commonly controlled or ~~their Permitted Transferees, as applicable, shall, unless~~ managed investment funds) provided that such ~~person consents otherwise~~ affiliate(s) agree in ~~writing, also~~ writing to be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (bound by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.the

Appears in 1 contract

Sources: Lock Up Agreement (Entellus Medical Inc)

Lock-Up. The Seller agrees that, during the period from the Closing to the six (a6) ~~Subject to Sections 7(b)~~ month anniversary of the Closing Date and ~~7(c~~during the holding period required under Rule 144 promulgated under the Securities Act and SEC rules (the “Lock Up Period”), ~~each NET Power Holder agrees with the Company that it, he or~~ he/she shall not ~~Transfer~~ directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any ~~Lock-up Shares of such NET Power Holder (if~~ short sale), grant any ~~and~~ option to ~~the extent applicable) until the end~~ purchase, pledge or otherwise transfer or dispose of the ~~applicable Lock-up Period~~ common stock of the Buyer acquired pursuant to this Agreement. The Seller further agrees that during the period commencing six (6) months after the Closing and terminating eighteen (18) months thereafter (the “~~Lock-up~~Restricted Period”)~~. For the avoidance of doubt~~, during any calendar month, the ~~Lock-up~~ Seller may not sell more than the greater of (i) 1/18 of the aggregate number of shares of Buyer Common Stock issued at the Closing, or (ii) 10% of the total trading volume of the Buyer Common Stock for the previous calendar month. The foregoing provisions of this Section 5.8(a) shall not apply to ~~any Company Interests~~(i) sales of Buyer Common Stock to be included in an underwritten offering effected pursuant to Section 5.8(b), ~~warrants or other securities of~~ (ii) bona fide gifts, provided the ~~Company (whether acquired~~ recipient thereof agrees in writing with the ~~open market, directly from~~ Buyer to be bound by the ~~Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing~~ restrictions contained in this Section ~~7 shall prohibit a NET Power Holder from~~ 5.8(a), (iii) dispositions to any trust for the ~~establishment~~ direct or indirect benefit of a ~~trading plan pursuant to Rule 10b5-1 promulgated under~~ holder of Buyer Common Stock Recipient and/or the ~~Exchange Act~~immediate family of a holder of Buyer Common Stock, provided that such ~~plan does not provide for~~ trust agrees in writing with the ~~Transfer~~ Buyer to be bound by the terms of ~~Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in~~ this Section ~~7(a~~5.8(a), ~~any NET Power Holder~~ (iv) transfers of shares in the event of death by will or ~~its Permitted Transferees may Transfer~~ intestacy, or (v) a distribution of shares of Buyer Common Stock to stockholders, members or other equity owners of the ~~Lock-up Shares~~ holder of Buyer Common Stock, provided the recipient thereof agrees in writing with the Buyer to be bound by the restrictions contained in this Section 5.8(a); provided further, that upon the effective date of a Registration Statement covering the common stock issued to the Seller pursuant to this Agreement that is not part of an underwritten offering, the Lock Up Period will terminate and the Restricted Period will be extended to the period between the effective date of such ~~NET Power Holder~~ Registration Statement and the six (~~if any and to the extent applicable~~6) ~~during the Lock-up Period (i) to any~~ month anniversary of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Equity Purchase Agreement (DLH Holdings Corp.)

Lock-Up. (a) ~~Subject~~ Except as otherwise consented to ~~Sections 7(b) and 7(c)~~by PubCo in its sole discretion, each ~~NET Power~~ Holder severally, and not jointly, agrees with ~~the Company that it~~PubCo not to effect any Transfer, he or ~~she shall not Transfer~~ make a public announcement of any intention to effect such Transfer, of any Lock-up Up Shares of (as defined below) Beneficially Owned or otherwise held by such ~~NET Power Holder (if any and to~~ Person during the ~~extent applicable) until the end of the applicable~~ Lock-up Up Period (~~the “Lock-up”~~as defined below); provided that such prohibition shall not apply to Transfers (i) permitted pursuant to Section 4.2 or (ii) permitted pursuant to Article III. For the avoidance of doubt, ~~the Lock-up shall~~ each Holder agrees with PubCo not ~~apply~~ to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares effect an LP Distribution during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transfereesprovided, in each such case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, ~~(i) if~~ notwithstanding anything to the contrary in this Investor Rights Agreement, Sponsor may exercise the Locked-Up Warrants at any ~~Time-Based~~ time during the Lock-~~up Shares of any NET Power Holder or~~ Up Period. The “Lock-~~up Shares~~ Up Period” shall be (x) in the case of the Holders (other than the Colony Holders), the period commencing on the Closing Date and ending on the date that is 180 days following the Closing Date and (y) in the case of Colony Holders, the period commencing on the Closing Date and ending on the date that is one year following the Closing Date; provided that if the primary external tax advisor for PubCo reasonably concludes that the Intended Tax Treatment (as defined in the ~~Sponsor Letter~~ Merger Agreement~~, “Sponsor Time-Based Lock-up Shares”~~) of ~~any Sponsor Party~~ the Transactions (as defined in the ~~Sponsor Letter~~ Merger Agreement)) is not “more likely than not” the appropriate tax treatment for the Transactions, ~~are directly or indirectly (by waiver~~then, ~~amendment or otherwise) released from any of~~ for each Blade Holder, the ~~restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based~~ Lock-~~up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also~~ Up Period shall be ~~released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject~~ deemed to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner have expired with respect to ~~the Sponsor Time-Based~~ a number of Lock-up Up Shares held by such Blade Holder the sale of which in accordance with Article III would provide (pursuant to such Blade Holder’s reasonable determination) net proceeds to such Blade Holder reasonably sufficient to enable such Blade Holder to discharge such Blade Holder’s cash tax liabilities resulting directly or ~~Sponsor Price-Based~~ indirectly, from the consummation of the Transactions and the sale of any such Lock-up Up Shares ~~favorable to Sponsor and~~ (such ~~amendment or modification~~sale, ~~if applied to this Agreement with respect to the Time-Based~~ a “Tax Sale”). The “Lock-~~up Shares or Price-Based Lock-up~~ Up Shares~~, as applicable, would also be favorable to any of~~ ” means the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned Registrable Securities held by the ~~NET Power~~ Holders ~~and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo~~ as of the ~~date hereof~~Closing Date, including Common Stock and the Warrants (other than any shares acquired in the PIPE Investment).

Appears in 1 contract

Sources: Investor Rights Agreement (Experience Investment Corp.)

Lock-Up. ~~(a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with~~ Notwithstanding anything in this Agreement or the ~~Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and~~ Purchase Agreement to the ~~extent applicable~~contrary, Alamo agrees as follows: (i) until [●], 2021 [90 days post-Closing], Alamo will continue to own all 26,000,000 Common Shares issued to Alamo pursuant to the ~~end~~ Purchase Agreement, (ii) until [●], 2022 [180 days post-Closing], Alamo will continue to own at least 20,000,000 of the ~~applicable Lock~~Common Shares issued to Alamo pursuant to the Purchase Agreement, and (iii) until [●], 2022 [360 days post-~~up Period~~ Closing], Alamo will continue to own at least 10,000,000 of the Common Shares issued to Alamo pursuant to the Purchase Agreement (the Common Shares that Alamo is required to own pursuant to this sentence during specific time periods are collectively referred to herein as the “Lock-upUp Shares”). ~~For the avoidance of doubt, the~~ With respect to Common Shares that constitute Lock-up Up Shares, Alamo shall ~~not apply to any Company Interests~~not, ~~warrants or other securities~~ without the prior written consent of ~~the Company (whether acquired in the open market, directly from~~ the Company, ~~upon exercise~~ directly or indirectly, offer, pledge, sell, contract 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 lend or otherwise transfer or dispose of any ~~warrants or otherwise)~~ such Lock-Up Shares, other than distributions of Common Shares to Permitted Transferees who at the ~~Lock~~time of such distribution are members of Alamo; provided that, in the case of any such distribution: (a) each Permitted Transferee distributee shall execute and deliver to the Company a lock-up ~~Shares. Nothing~~ letter in such form as agreed to by Alamo pursuant to this Section ~~7 shall prohibit a NET Power Holder from~~ 2.14 (which will specify, among other things, the ~~establishment~~ number of ~~a trading plan pursuant~~ Common Shares held by such Permitted Transferee that are subject to ~~Rule 10b5~~the lock-~~1 promulgated~~ up periods set forth in clauses (i), (ii) and (iii) above); (b) no filing by any party (transferor or transferee) under the Exchange ~~Act~~Act or other public announcement shall be required or shall be made voluntarily in connection with such distribution (other than a filing on a Form 5 made after the expiration of the applicable time period referred to above); (c) each Permitted Transferee will be subject to the lock-up periods set forth in clauses (i), ~~provided~~ (ii) and (iii) above on a pro rata basis with respect to its Common Shares (or as close thereto as practicable without issuing fractional shares) such that the total number of Common Shares subject to the lock-up periods set forth in clauses (i), (ii) and (iii) above will remain the same; (d) prior to any such ~~plan does not~~ distribution Alamo will provide to the Company the legal name of each Permitted Transferee, the number of Common Shares being distributed to such Permitted Transferee and any additional information for each Permitted Transferee that the Company may request pursuant to Section 2.5(k); and (e) the Company shall take all actions contemplated by Section 2.5 to supplement any Shelf Registration Statement with the information contemplated by clause (d) within ten (10) business days following such distribution and to cause such Shelf Registration statement to be declared and remain effective for the ~~Transfer~~ period described in the last sentence of Section 2.1(a). Alamo agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Lock-Up Shares ~~during the Lock-Up Period. (b) Notwithstanding the provisions set forth~~ except in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection compliance with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) restrictions. Notwithstanding anything in this Agreement to the ~~contrary~~contrary (including anything in Section 2.1, ~~it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder~~ Section 2.2 or ~~Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement~~Section 2.5), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall ~~notify each NET Power Holder within two (2) business days~~ not be required to effect any Underwritten Shelf Offering or Piggy-Back Transaction with respect to any Common Shares that constitute Lock-Up Shares. If any Lock-Up Shares are certificated, upon the request of Alamo, following the expiration of the ~~occurrence of~~ restrictions hereunder with respect to such ~~amendment or modification. (g) For the avoidance of doubt~~Lock-Up Shares, ~~this Section 7~~ Alamo shall ~~in no way limit any restrictions on or requirements relating~~ be entitled to ~~the Transfer of~~ promptly receive from the Company ~~Interests Beneficially Owned~~ new certificates for a like number of Common Shares not bearing any legend with respect to transfer restrictions pursuant to this Agreement. For clarity, from and after [●], 2022 [360 days post-Closing], Alamo will not be required by ~~the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in~~ this Agreement or the ~~governing documents~~ Purchase Agreement to continue to own any of the ~~Company~~ Common Shares issued to Alamo pursuant to the Purchase Agreement and ~~OpCo as~~ none of ~~the date hereof~~such Common Shares shall constitute Lock-Up Shares.

Appears in 1 contract

Sources: Registration Rights Agreement (Nextier Oilfield Solutions Inc.)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power~~ Each Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the ~~Lock-up Shares. Nothing in this Section 7 shall prohibit~~ Underwriter Holders) severally, and not jointly, agrees with PubCo not to effect any Transfer, or make a ~~NET Power Holder from the establishment~~ public announcement of ~~a trading plan pursuant~~ any intention to ~~Rule 10b5-1 promulgated under the Exchange Act~~effect such Transfer, ~~provided that such plan does not provide for the Transfer~~ of any Lock-Up Shares (as defined below) Beneficially Owned or otherwise held by such Person during the Lock-Up ~~Period.~~ Period (bas defined below) ~~Notwithstanding the provisions set forth in Section 7(a)~~applicable to such Person; provided, ~~any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of~~ that such ~~NET Power Holder (if any and~~ prohibition shall not apply to ~~the extent applicable) during the Lock-up Period~~ Transfers (i) permitted pursuant to ~~any of such NET Power Holder’s Permitted Transferees; or~~ Section 4.2, (ii) permitted pursuant to Article III, (iii) to PubCo of Class V Voting Stock Beneficially Owned by the Members in connection with ~~a liquidation, merger, stock exchange, reorganization, tender offer approved~~ the sale by the ~~Board or a duly authorized committee thereof or other similar transaction which results~~ Members to the Operating Company of any Redeemed Post-Closing Company Units in ~~all~~ accordance with the BCA, (iv) by any Member following the Member Lock-Up Period (as defined below), (v) pursuant to the exchange of Class A Common Units for Class A Common Stock and of Class V Voting Stock for Class A Common Units in accordance with the terms and conditions of the ~~Company’s Stockholders having~~ Company A&R LLCA, (vi) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ following the ~~right to exchange their shares of Common Stock~~ ▇▇▇▇▇▇ Lock-Up Period (~~including~~ as defined below), or (vii) by any ~~Company Interests exchangeable for shares of Common Stock in connection therewith~~Founder Holder other than ▇▇▇▇▇▇ ▇▇▇▇▇▇ following the Founder Holder Lock-Up Period (as defined below). The “Member Lock-Up Period” shall be the period commencing on the Closing Date and continuing until the date that is nine (9) ~~for cash, securities or other property subsequent to~~ months after the Closing Date~~. (c) Notwithstanding the provisions set forth in Section 7(a)~~; provided that, the ~~retirement~~ Member Lock-Up Period with respect to any Members Earnout Company Units and the Earnout Voting Shares shall not end prior to the date that such Members Earnout Company Units and Earnout Voting Shares are earned in accordance with the BCA; provided, further, that, with respect to any Initial Shares, the Member Lock-Up Period shall be the period commencing on the Closing Date and continuing until the date on which the Shelf becomes effective under the Securities Act. The “▇▇▇▇▇▇ Lock-Up Period” shall be the period commencing on the Closing Date and continuing until the date that is twenty-four (24) months after the Closing Date. The “Founder Holder Lock-Up Period” shall be (i) (x) with respect to 50% of the shares of Class A Common Stock issued in connection with the Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the ClosingConversion, the ~~last sale~~ earlier of (A) one year after the Closing Date and (B) the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, ~~reorganizations, recapitalizations~~ reorganizations and ~~similar transactions~~recapitalizations) ~~(the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE,~~ for any 20 trading days within any ~~30 consecutive trading~~30-trading day period commencing ~~at least 15 days~~ after the ~~Closing~~Closing Date, ~~exceeds~~ and (iy) ~~$12.00 per share, then each~~ with respect to the remaining 50% of the ~~NET Power Holders~~shares of Class A Common Stock issued in connection with the Class B Common Stock Conversion, ~~together with its Permitted Transferees~~one year after the Closing Date, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transfereesor earlier, in each case, ~~in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like~~if, the ~~“NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7~~Company consummates a subsequent liquidation, ~~(ii) $14.00 per share~~merger, ~~then each NET Power Holder~~capital stock exchange, ~~together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares~~ reorganization or other similar transaction that results in ~~excess~~ all of the ~~NET Power Holders Price-Based Shares described in~~ Company’s stockholders having the ~~foregoing clause (i) (i.e.~~right to exchange their shares of Class A Common Stock for cash, ~~up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7~~securities or other property, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if with respect to any ~~Price-Based~~ (x) Private Placement Units (or any securities underlying the Private Placement Units, including the shares of Class A Common Stock and the Warrants included in the Private Placement Units and the shares of Class A Common Stock issued or issuable upon exercise of such Warrants) held by them or (y) any Warrants (or any shares of Class A Common Stock issued or issuable upon the exercise of the Warrants) held by them, until 30 days after the Closing Date. “Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner Up Period” means with respect to the ~~Sponsor Time-Based~~ Members (including any Person who succeeds to such Member’s rights under this Investor Rights Agreement pursuant to Section 5.1), the Member Lock-~~up Shares or Sponsor Price-Based~~ Up Period, with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇ (including any Person who succeeds to his rights under this Investor Rights Agreement pursuant to Section 5.1), the ▇▇▇▇▇▇ Lock-~~up Shares favorable to Sponsor~~ Up Period, and ~~such amendment or modification, if applied to this Agreement~~ with respect to the ~~Time-Based~~ Founder Holders other than ▇▇▇▇▇▇ ▇▇▇▇▇▇ (including any Person who succeeds to such Founder Holder’s rights under this Investor Rights Agreement pursuant to Section 5.1), the Founder Holder Lock-~~up Shares or Price-Based~~ Up Period. “Lock-up Up Shares~~, as applicable, would also be favorable to any of~~ ” means the ~~NET Power~~ Equity Securities in PubCo and the Operating Company held by the Holders, ~~each such NET Power Holder shall be afforded the benefits of~~directly or indirectly, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the ~~date hereof~~Closing Date, including the Warrants (or any shares of Class A Common Stock resulting from the exercise of any Warrant), Class A Common Stock, Class V Voting Stock, and the Class A Common Units held by the Members or the Founder Holders as of the Closing Date; provided that, solely with respect to ▇▇▇▇▇▇ ▇▇▇▇▇▇, such term shall only apply to Equity Securities held directly by ▇▇. ▇▇▇▇▇▇ and any Equity Securities which are distributed or distributable by the Sponsor to ▇▇. ▇▇▇▇▇▇.

Appears in 1 contract

Sources: Investor Rights Agreement (OppFi Inc.)

Lock-Up. (a) ~~Subject to Sections 7(b)~~ Sellers and ~~7(c), each NET Power Holder agrees with the Company that it, he or she~~ Owner shall not ~~Transfer~~ offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any ~~Lock-up Shares of such NET Power Holder~~ rights (if collectively, a “Disposition”) with respect to any ~~and to the extent applicable) until the end~~ of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) Shares other than (i) as a bona fide gift or gifts, provided that the ~~Lock-up Shares. Nothing~~ donee or donees thereof agree in writing to be bound by the restrictions contained in this Section ~~7 shall prohibit~~ 5.14; (ii) with respect to sales or purchases of additional common shares of NHC acquired or disposed of on the open market after the First Closing; (iii) with respect to sales or purchases between Sellers or Owner and any other person or entity that is subject to a ~~NET Power Holder from~~ lock up agreement containing the ~~establishment~~ terms and conditions essentially identical to those set forth in this Section 5.14; or (iv) with the prior written consent of ~~a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act~~NHC, ~~provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period~~which may be granted or withheld in NHC’s sole discretion. (b) ~~Notwithstanding~~ The restrictions in this Section 5.14 do not, however, preclude Sellers’ or Owner’s exercise of warrants or options to purchase additional common shares of NHC during the ~~provisions~~ restrictive period set forth in this Section ~~7(a), any NET Power Holder~~ 5.14 or ~~its Permitted Transferees may Transfer~~ the ~~Lock-up Shares~~ Disposition of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their common shares of ~~Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date~~NHC which are not Shares. (c) ~~Notwithstanding~~ Each Seller and Owner agrees and consents to NHC’s entry of a stop transfer instructions with its transfer agent and registrar against the ~~provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b)~~ transfer of the ~~Charter shall not be deemed a Transfer for purposes of this Section 7~~Shares. (d) ~~With respect to Price-Based Lock-up Shares~~Each Seller and Owner agrees that the certificate or certificates representing the Shares shall bear restrictive legends acknowledging the restrictions on transfer set forth in this Section 5.14, ~~notwithstanding anything contained herein to~~ and such legend shall be substantially in the ~~contrary~~following form: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE [Day that is ~~the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days~~ 4 months after the First Closing] “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, ~~exceeds~~ THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iTHE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS (A) ~~$12.00 per share~~SUCH TRANSFER IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF ITS COUNSEL, ~~then each of the NET Power Holders~~IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY AND REASONABLY CONCURRED IN BY THE COMPANY’S COUNSEL, ~~together with its Permitted Transferees~~THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF A CERTAIN PURCHASE AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER NAMED THEREIN, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted TransfereesPROVIDING FOR, ~~in each case~~AMONG OTHER THINGS, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based SharesCERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5.14 THEREOF. A COPY OF SUCH PURCHASE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) ~~With respect~~ NHC shall use its commercially reasonable efforts to ~~Time-Based Lock-up Shares, notwithstanding anything contained herein to~~ comply with the ~~contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as~~ periodic reporting requirements of the ~~date hereof is~~ Securities Exchange Act of 1934, such that, without limitation, Owner shall be able to resell the ~~NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after~~ Shares under Rule 144 of the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7Securities Act. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the The restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this ~~Agreement~~ Section 5.14 shall automatically terminate without further action by any person or entity in accordance with the ~~governing documents~~ following schedule: (i) On the one-year anniversary of the ~~Company and OpCo as~~ First Closing, the restriction set forth in Section 5.14(a) shall cease to apply to 25% of the ~~date hereof~~aggregate Shares. (ii) On the fifteen-month anniversary of the First Closing, the restriction set forth in Section 5.14(a) shall cease to apply to an additional 25% of the aggregate Shares. (iii) On the eighteen-month anniversary of the First Closing, the restriction set forth in Section 5.14(a) shall cease to apply to an additional 25% of the aggregate Shares. (iv) On the twenty-one month anniversary of the First Closing, the restriction set forth in Section 5.14(a) shall cease to apply to the remaining 25% of the aggregate Shares.

Appears in 1 contract

Sources: Purchase Agreement (Nobilis Health Corp.)

Lock-Up. The Registered Holder hereby agrees to that, in the event of a public offering of the Company's securities, the Registered Holder will not directly or indirectly sell or in any way transfer any shares of Common Stock issued pursuant to the exercise of this Warrant held by the Holder, or any right or interest in any shares issued pursuant to exercise of this Warrant, for a period of six (a6) ~~Subject~~ months after the date upon which the registration statement with respect to ~~Sections 7(b~~such public offering of the Company's securities is declared effective (the "Effective Date") by the Securities and ~~7(c)~~Exchange Commission, ~~each NET Power Holder~~ unless the Company, in its sole discretion, agrees ~~with~~ to the ~~Company that it, he~~ sale of all or ~~she shall not Transfer any Lock-up Shares~~ part of such ~~NET Power Holder~~ securities at an earlier date. In addition, (if i) any ~~and to the extent applicable) until the end~~ sales of the ~~applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other~~ securities of the Company shall be effected through the lead underwriter of such public offering for the period commencing on the date of issuance and ending six (~~whether acquired~~ 6) months after the effective date of a registration statement relating to such public offering, and (ii) the Registered Holder shall compensate such underwriter in accordance with its customary compensation practices. The parties hereto agree that the ~~open market, directly from~~ above-referenced underwriter is intended to be a third-party beneficiary of this Agreement and that no modification of the ~~Company,~~ "lock-up" provisions contained in this Section may be made without the prior written consent of such underwriter. The foregoing restrictions shall apply to any shares issued upon exercise of this Warrant and any ~~warrants or otherwise) other than~~ certificate representing such shares shall carry substantially the ~~Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act~~following legend, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection insofar as is consistent with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their applicable law: "The shares of Common Stock ~~(including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent~~ represented by this Certificate are subject to ~~the Closing Date. (c) Notwithstanding the provisions~~ restrictions on transfer set forth in ~~Section 7(a), the retirement of shares of Class B~~ a Common Stock ~~pursuant to Section 4.3(b)~~ Purchase Warrant dated as of ________ __, 2002. A copy of the ~~Charter shall not be deemed a Transfer~~ Common Stock Purchase Warrant is available for ~~purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to~~ inspection without charge at the ~~contrary, if, following the Closing, the last sale price~~ office of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as Treasurer of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7Company. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof."

Appears in 1 contract

Sources: Warrant Agreement (Rxbazaar Inc)

Lock-Up. ~~(a) Subject~~ Notwithstanding anything herein to ~~Sections 7(b)~~ the contrary, and ~~7(c)~~without regard to the filing or effectiveness of any Registration Statement pursuant hereto, each ~~NET Power~~ Holder agrees ~~with~~ that, for a period beginning on the ~~Company~~ Effective Time and ending on the date that ~~it, he or she shall not Transfer any~~ is 180 days after the Effective Date (the “First Lock-up ~~Shares~~ Period”), such Holder will not, without the prior written consent of Parent, directly or indirectly, (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, or file (or participate in the filing of) a registration statement with SEC (other than the participation in the filing of a Registration Statement as contemplated by Section 2) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the 1934 Act with respect to, any Parent Common Stock or any securities convertible into or exercisable or exchangeable for Parent Common Stock, or warrants or other rights to purchase Parent Common Stock, (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 Parent Common Stock or any securities convertible into or exercisable or exchangeable for Parent Common Stock, or warrants or other rights to purchase Parent Common Stock, whether any such transaction is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). In addition, notwithstanding the provisions hereof or the effectiveness of such ~~NET Power Holder~~ Registration Statement, (~~if any and to the extent applicable~~x) ~~until~~ between the end of the ~~applicable~~ First Lock-up Up Period and the second anniversary of the Effective Date (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Second Lock-Up Period~~. (b) Notwithstanding the provisions set forth in Section 7(a~~”), such Holder will not, without prior written consent of Parent, during any ~~NET Power Holder~~ three-month period, directly or ~~its Permitted Transferees may Transfer~~ indirectly, take any actions described in subparagraphs (i), (ii) and (iii) of the ~~Lock-up Shares of such NET Power Holder (if any and~~ foregoing sentence, to the extent ~~applicable~~that such action relates to more than 20% of the number of shares of Parent Common Stock such Holder received as consideration for the Merger (including shares deposited in escrow pursuant to the Merger Agreement); and (y) ~~during~~ after the end of the Second Lock-~~up Period~~ Up Period, such Holder will not, without prior written consent of Parent, during any three-month period, directly or indirectly, take any actions described in subparagraphs (i), (ii) and (iii) of the foregoing sentence, to the extent that such action relates to more than 40% of the number of shares of Parent Common Stock such Holder received as consideration for the Merger (including shares deposited in escrow pursuant to the Merger Agreement); provided, however, that the foregoing restrictions shall not prevent a Holder that is an investment fund from distributing its shares of Parent Common Stock to its partners or members who agree to similarly bound; provided further, if the effectiveness of any Registration Statement is suspended by Parent pursuant to Section 2(c) for more than 60 days during any three month period, any Parent Common Stock that absent such suspension could have been sold during such three month period, may be carried forward and sold in the immediately succeeding three month period without regard to any percentage limitations otherwise applicable to such succeeding three month period. Notwithstanding the foregoing, the provisions of this Section 7 will expire upon the earlier of (i) ~~to any~~ the closing of ~~such NET Power Holder’s Permitted Transferees;~~ a merger transaction in which the stockholders of Parent would receive cash or securities of another entity with a market capitalization at the date of closing of at least $1 billion and (ii) ~~in connection with~~ the closing of a ~~liquidation, merger, stock exchange, reorganization,~~ tender offer ~~approved~~ for Parent Common Stock that is supported by the ~~Board~~ board of directors of Parent; and any vote by Holder in favor of such merger transaction or ~~a duly authorized committee thereof or other similar transaction which results in all~~ any tender of ~~the Company~~Holder’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Parent Common Stock pursuant to ~~Section 4.3(b) of the Charter~~ such tender offer shall not be deemed a ~~Transfer for purposes~~ violation of this Section ~~7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price~~ 7 regardless of ~~the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which~~ whether such ~~securities~~ transactions are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this consummated. This Section 7 ~~in an amount up to one-third~~ will survive the expiration or termination of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7Agreement. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Registration Rights Agreement (Exelixis Inc)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c), each NET Power~~ Each Company Holder agrees ~~with the Company that it, he or she shall~~ not to effect any Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares held by such Company Holder during the Lock-Up Period; provided, that such prohibition shall not apply to Transfers permitted pursuant to Section 6.06(c). (b) ~~Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer~~ During the Lock-up Up Period, any purported Transfer of any Lock-Up Shares ~~of such NET Power Holder (if any~~ not in accordance with this Agreement shall be null and void. Each Company ▇▇▇▇▇▇ acknowledges and agrees that, notwithstanding anything to the ~~extent applicable~~contrary, the Lock-Up Shares held by such Company Holder shall remain subject to any restrictions on Transfer under applicable securities laws, including all applicable holding periods under the Securities Act and other rules of the SEC. (c) Notwithstanding Section 6.06(a), during the Lock-~~up Period~~ Up Period, each Company Holder may Transfer, without the consent of Acquiror, any of such Company Holder’s Lock-Up Shares to (i) to any of such ~~NET Power~~ Company Holder’s Permitted Transferees~~; or~~ , upon written notice to Acquiror, (ii) in ~~connection with a~~ the case of an individual, by virtue of laws of descent and distribution upon death of the individual or (iii) pursuant to any liquidation, merger, stock ~~exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof~~ exchange or other similar transaction which results in all of ~~the Company~~Acquiror’s ~~Stockholders~~ shareholders having the right to exchange their shares of Acquiror Common Stock ~~(including any Company Interests exchangeable for shares of Common Stock in connection therewith)~~ for cash, securities or other property subsequent to the ~~Closing Date.~~ Closing; provided, that in connection with any Transfer of such Lock-Up Shares pursuant to this Section 6.06(c), (cx) the restrictions and obligations contained in this Section 6.06 will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares and, upon request by Acquiror, such Transferee shall agree to be bound by such restrictions and obligations in writing and acknowledged by Acquiror, and (y) the Transferee of such Lock-Up Shares shall have no rights under the Registration Rights Agreement, unless such Transferee is a Permitted Transferee. Notwithstanding the foregoing provisions ~~set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes~~ of this Section ~~7. (d) With respect~~ 6.06, a Company Holder may not make a Transfer to ~~Price-Based Lock-up Shares, notwithstanding anything contained herein to~~ a Permitted Transferee if such Transfer has as a purpose the ~~contrary, if, following the Closing, the last sale price~~ avoidance of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or ~~quoted, which as~~ is otherwise undertaken in contemplation of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of avoiding the restrictions on ~~Transfer under this~~ Transfers in Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification6.06(a). (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Merger Agreement (Starco Brands, Inc.)

Lock-Up. (a) Subject to Sections ~~7(b~~9(b) and ~~7(c~~9(c), each ~~NET Power Holder~~ Stockholder Party agrees ~~with~~ that, without the ~~Company that~~ Company’s prior written consent, it, he or she shall not Transfer any Lock-up Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ until the end of the ~~applicable~~ Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section ~~7(a~~9(a), any ~~NET Power Holder~~ Stockholder Party or its Permitted Transferees may Transfer the Lock-up Shares ~~of such NET Power Holder (if any and to the extent applicable)~~ during the Lock-up Period (i) to any of such ~~NET Power Holder~~Stockholder Party’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s ~~Stockholders~~ stockholders having the right to exchange their shares of Common Stock ~~(including any Company Interests exchangeable for shares of Common Stock in connection therewith)~~ for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section ~~7(a~~9(a), (i) any shares of Common Stock issued to any Stockholder Party upon exercise of any of such Stockholder Party’s warrants to purchase Common Stock of the Company shall be deemed to be Lock-up Shares Beneficially Owned by such Stockholder Party as of the Closing and such exercise shall not be deemed a Transfer for purposes of this Section 9 and (ii) neither the retirement of shares of Class B Common Stock pursuant to Section ~~4.3(b)~~ 6.3 of the Charter nor the retirement of Class C Common Stock pursuant to Section 6.4 of the Charter shall ~~not~~ be deemed a Transfer for purposes of this Section 79. (d) ~~With respect to Price-Based Lock-up Shares, notwithstanding~~ Notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock equals or exceeds twelve dollars (~~as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions~~$12.00) per share (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like~~, the “NET Power Holders Price-Based Shares”~~) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or ~~quoted, which as of the date hereof is the NYSE,~~ quoted for any 20 twenty (20) trading days within any ~~30 consecutive~~ thirty (30) trading-day period commencing at least ~~six months~~ one hundred fifty (150) days after the ~~date of~~ Closing, ~~exceeds $12.00 per share, then the NET Power Holders~~NPA Sponsor, together with ~~their~~ its Permitted Transferees, may Transfer ~~any of their Time-Based~~ Lock-up Shares during the Lock-up Period ~~without restriction under this Section 7~~in a cumulative aggregate amount of shares of Common Stock representing up to one-third (1/3) of the sum of the number of Lock-up Shares Beneficially Owned by NPA Sponsor and its Permitted Transferees and the number of Stockholder Shares underlying the unexercised PubCo Warrants held by NPA Sponsor, in each case, as of immediately following the Closing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). (fe) Notwithstanding anything ~~in this Agreement~~ contained herein to the contrary, ~~it is understood and agreed that, (i) if any Time-Based~~ the Lock-up ~~Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement~~Period shall expire, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of and each ~~other~~ Stockholder Party, ~~Sponsor Party or their~~ together with its Permitted Transferees, ~~as applicable, shall, unless such person consents otherwise in writing, also~~ shall be ~~released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject~~ entitled to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any Transfer all of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, ~~as applicable~~immediately upon the date on which the Company completes a liquidation, ~~would also be favorable to any~~ merger, capital stock exchange, reorganization or other similar transaction that results in all of the ~~NET Power Holders, each such NET Power Holder shall be afforded~~ Company’s stockholders having the ~~benefits of, and this Agreement shall be deemed amended or modified~~ right to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days exchange their shares of ~~the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer~~ Common Stock of the Company ~~Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable~~ for cash, securities ~~Laws~~ or ~~as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof~~other property.

Appears in 1 contract

Sources: Stockholders’ Agreement (AST SpaceMobile, Inc.)

Lock-Up. (a) ~~Subject to Sections 7(b) and 7(c)~~Holder agrees, ~~each NET Power Holder agrees with~~ during the ~~Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to~~ 90 day period beginning on the ~~extent applicable) until the end of the applicable Lock-up Period~~ Closing Date (the “Lock-upUp Period”), not to offer, contract to sell or otherwise sell, dispose of, loan, pledge, grant any rights with respect to, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale (each, a “Disposition”) of any shares of Parent Common Stock. ~~For~~ Notwithstanding anything to the ~~avoidance of doubt~~contrary herein, ~~the Lock-up~~ this Agreement shall not ~~apply to~~ prohibit a transfer of any ~~Company Interests~~shares of Parent Common Stock by Holder, ~~warrants or other securities~~ (i) if such shares of Parent Common Stock were acquired by the ~~Company (whether acquired~~ undersigned in the open market, ~~directly from~~ (ii) to a family member or trust, (iii) as a bona fide gift or gifts, (iv) as a distribution to partners, members or stockholders of the ~~Company~~undersigned, ~~upon exercise~~ (v) pursuant to a sale of ~~any warrants~~ 100% of the outstanding shares of Parent Common Stock (including in connection with a tender offer for such shares or ~~otherwise~~by way of merger of Parent with another Person), or (vi) ~~other than~~ to an affiliated Person under common control with Holder; provided, however, that such transfers shall be permitted only if, as a precondition to such transfer, the ~~Lock-up Shares. Nothing~~ transferee agrees in writing to be bound by all of the terms of this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period2(a). (b) ~~Notwithstanding~~ Holder understands that there will be placed on the ~~provisions set forth~~ certificates for the Parent Common Stock issued to Holder, or any substitutions therefor, a legend stating in substance: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED JULY 11, 2006 BETWEEN THE REGISTERED HOLDER HEREOF, SECURE COMPUTING CORPORATION AND CIPHERTRUST, INC., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF SECURE COMPUTING CORPORATION.” It is understood and agreed that the legend contemplated in this Section ~~7(a)~~2(b) shall be removed by delivery of a substitute certificate without such legend if Holder shall have delivered to Parent a copy of a letter from the staff of the Securities and Exchange Commission, ~~any NET Power Holder~~ or ~~its Permitted Transferees may Transfer~~ a written opinion of counsel reasonably acceptable to Parent, to the effect that such legend is not required for purposes of the 1933 Act; provided, however, it is further understood and agreed that if the Lock-~~up Shares~~ Up Period has expired, Holder may request in writing that this legend be removed, and Parent thereafter will reissue a substitute certificate without this legend, without requiring the delivery of such ~~NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees;~~ a letter or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Datewritten opinion. (c) ~~Notwithstanding~~ Immediately following the ~~provisions~~ Closing Date, Parent and Company shall mutually prepare, and Parent shall file, a Registration Statement on Form S-3 covering the resale of all of the shares of Parent Common Stock issued to Holder pursuant to the Merger Agreement, subject to certain exceptions set forth in ~~Section 7(a),~~ the ~~retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7~~Merger Agreement. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Merger Agreement (Secure Computing Corp)

Lock-Up. Without the prior written consent of the Company, the Investor may not transfer or otherwise dispose of any Securities prior to January 31, 2000. After such date, the Investor may only transfer or otherwise dispose of Securities (aincluding pursuant to the Registration Rights Agreement) in a transaction in which Securities are being transferred by Persons (which may include the Investor) holding a majority in interest of the then outstanding Securities (with respect to the Warrants, based on the number of Warrant Shares for which the Warrants are then exercisable) (the "Majority Holders"). Any such transaction is referred to herein as a "Permitted Transaction". Subject to ~~Sections 7(b~~any applicable restrictions set forth in the Registration Rights Agreement, upon notice from the Majority Holders of a proposed Permitted Transaction, each other Person which then holds Securities (a "Permitted Holder") shall be entitled to, and ~~7(c~~upon request by the Majority Holders will (and the Company may, by notice to the Majority Holders, require that the Majority Holders so request), ~~each NET Power Holder agrees with~~ transfer in such Permitted Transaction, on the ~~Company that it~~same terms as those on which the Majority Holders are transferring Securities, ~~he or she shall not Transfer any Lock-up Shares~~ the same portion of such ~~NET Power Holder~~ Permitted Holder's Securities as the portion of the Securities then held by the Majority Holders being transferred in such Permitted Transaction ; provided, that if the purchaser(s) in such Permitted Transaction (~~if any and~~ the "Permitted Transaction Purchasers") desire to purchase less than all of the Securities to be sold in such Permitted Transaction in accordance with this Section 5.3, the number of Securities to be so sold shall be reduced to the ~~extent applicable~~number of such Securities to be purchased by the Permitted Transaction Purchasers, on a pro rata basis with respect to each Person selling Securities in such Permitted Transaction (each such Person, a "Permitted Transaction Seller"), based on the number of Securities then held by such Permitted Transaction Seller (with respect to any Warrants held by a Permitted Transaction Seller, based on the number of Warrant Shares for such Warrants are then exercisable) ~~until~~ relative to the ~~end~~ number of Securities then held by all Permitted Transaction Sellers. Notwithstanding the ~~applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt~~foregoing, the ~~Lock-up~~ restrictions on transfer set forth in this Section 5.3 shall not apply to any ~~Company Interests, warrants~~ (i) transfer or other ~~securities~~ disposition of Securities by the ~~Company~~ Investor to any Permitted Transferee (~~whether acquired~~ provided any such Permitted Transferee agrees in writing to be bound by the ~~open market, directly from the Company, upon exercise~~ first sentence of ~~any warrants or otherwise) other than the Lock-up Shares. Nothing in~~ this Section ~~7 shall prohibit a NET Power Holder from~~ 5.3 to the ~~establishment of a trading plan pursuant~~ extent applicable to ~~Rule 10b5-1 promulgated under~~ the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any Investor and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions ~~set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes~~ of this Section ~~7. (d) With respect~~ 5.3 applicable to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its a Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7Holder), (ii) ~~$14.00 per share~~any bona-fide pledge of, ~~then each NET Power Holder~~or grant of a security interest in, ~~together with its Permitted Transferees~~any Securities to any senior creditor of Sneaker as of immediately prior to the Closing, ~~may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess~~ or any foreclosure upon, or sale or other disposition of, such Securities by such creditor or any assignee or transferee of the ~~NET Power Holders Price-Based Shares described in~~ claim or interest of such creditor pursuant to any debt restructuring agreement, or any agent acting for any of the ~~foregoing clause (i) (i.e.~~foregoing, ~~up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and~~ or (iii) ~~$16.00 per share~~any sale of Securities after January 31, ~~then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect~~ 2000 pursuant to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended public offering or otherwise ~~modified in~~ on a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modificationpublic trading market. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Common Stock and Warrant Purchase Agreement (Sneaker Guarantee LLC)

Lock-Up. Shareholder agrees that for a period beginning upon the Effective Time of the Merger and ending 180 days thereafter, the Shareholder will not, directly or indirectly (ax) ~~Subject~~ make, agree to ~~Sections 7(b) and 7(c~~or cause any offer, sale (including short sale), ~~each NET Power Holder agrees~~ loan, pledge, or other disposition of, or grant any options, rights or warrants to purchase with respect to, or otherwise transfer or reduce any risk of ownership of, directly or indirectly, any MAPICS Common Stock or (y) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ~~Company that it~~ownership of MAPICS Common Stock (regardless of whether any of the transactions described in clause (x) or (y) is to be settled by the delivery of MAPICS Common Stock, he in cash or ~~she~~ otherwise), nor will the undersigned make any demand for or exercise any right with respect to the registration of MAPICS Common Stock, without the prior written consent of MAPICS, which shall not ~~Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt~~be unreasonably withheld, ~~the Lock-up shall not apply to any Company Interests~~conditioned or delayed; provided, ~~warrants or other securities of the Company (whether acquired in the open market~~however, ~~directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7~~ that nothing contained herein shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) ~~to any~~ the exercise of ~~such NET Power Holder~~stock options or other purchases of MAPICS Common Stock under stock option plans or other incentive compensation arrangements for employees or directors previously approved by MAPICS’s ~~Permitted Transferees;~~ Board of Directors or (ii) the gift, pledge or assignment of any such securities without the prior consent of MAPICS if the donee, pledgee or assignee agrees, in ~~connection with a liquidation~~writing delivered to MAPICS within five days after such gift, ~~merger~~pledge or assignment, ~~stock exchange, reorganization, tender offer approved~~ to be bound by the ~~Board or a duly authorized committee thereof or other similar transaction which results in all~~ terms of this letter. The Shareholder consents to the entry of stop-transfer instructions with MAPICS’s transfer agent against the transfer of, and authorizes MAPICS to cause the transfer agent to decline to transfer, any of the ~~Company’s Stockholders having~~ above-described securities owned beneficially or of record by the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) undersigned. Notwithstanding the ~~provisions set forth in Section 7(a)~~foregoing, if MAPICS amends or waives the ~~retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes~~ terms of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, 2.7 for any ~~20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds~~ Shareholder (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of other than a Shareholder who immediately following the ~~Closing (~~Merger is an employee of MAPICS or the ~~aggregate Price-Based Lock-up Shares~~Surviving Corporation), ~~as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period~~ without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price further action on the ~~principal exchange on which such securities are then listed~~ part of MAPICS or ~~quoted, which as of the date hereof is the NYSE, for~~ any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubtPerson, this Section 7 2.7 shall ~~in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders~~ be amended and ~~their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof~~waived for all other Shareholders.

Appears in 1 contract

Sources: Shareholder Agreement (Mapics Inc)

Lock-Up. (a) ~~Subject to Sections 7(b~~For a period of six (6) ~~and 7(c), each NET Power Holder agrees with~~ months from the ~~Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and to the extent applicable) until the end of the applicable Lock-up Period~~ Closing Date (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Initial Lock-Up Period”), without the prior written approval of Buyer, Seller shall not Dispose of (i) any of the Stock Consideration, together with any shares of Buyer Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, and (ii) any Buyer Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the shares of Buyer Common Stock described in clause (i) of this sentence. (b) ~~Notwithstanding~~ For a period of six (6) months from and including the ~~provisions set forth in Section 7(a~~date of expiration or termination of the Initial Lock-Up Period (the “Subsequent Lock-Up Period”), ~~any NET Power Holder or its Permitted Transferees may Transfer~~ without the ~~Lock-up Shares~~ prior written approval of ~~such NET Power Holder (if any and to the extent applicable) during the Lock-up Period~~ Buyer, Seller shall not Dispose of (i) to fifty percent (50%) of the Stock Consideration, together with any shares of ~~such NET Power Holder’s Permitted Transferees;~~ Buyer Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, and (ii) ~~in connection with a liquidation~~any Buyer Common Stock issued as (or issuable upon the exercise of any warrant, ~~merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof~~ right or other ~~similar transaction which results~~ security that is issued as) a dividend or other distribution with respect to, or in ~~all of~~ exchange or in replacement of, the ~~Company’s Stockholders having the right to exchange their~~ shares of Buyer Common Stock described in clause (~~including any Company Interests exchangeable for shares~~ i) of ~~Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date~~this sentence. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c) ~~Notwithstanding~~ In the ~~provisions~~ event that Buyer executes a Naked License prior to the end of the Initial Lock-Up Period, the Initial Lockup Period shall immediately terminate on the execution date of such Naked License; provided, however, that the selling restrictions and limitations set forth in Section ~~7(a)~~5.14 applicable during and following the Subsequent Lock-Up Period, ~~the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter~~ shall ~~not be deemed a Transfer for purposes of this Section 7~~remain applicable. (d) ~~With respect to Price-Based Lock-up Shares, notwithstanding~~ Notwithstanding anything ~~contained herein~~ to the ~~contrary~~contrary herein, ~~if,~~ Buyer shall take all actions in accordance with applicable law that may be required to ensure the transferability of the Stock Consideration following the ~~Closing, the last sale price~~ expiration of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the applicable restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise Dispositions set forth in ~~this Agreement or~~ Sections 5.13(a) and/or 5.13(b), including the ~~governing documents~~ removal of restrictive legends on any share certificates representing any portion of the ~~Company and OpCo as of the date hereof~~Stock Consideration.

Appears in 1 contract

Sources: Stock Purchase Agreement (Alnylam Pharmaceuticals, Inc.)

Lock-Up. ~~(a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and~~ 4.1. According to the ~~extent applicable) until the end of the applicable Lock-up Period~~ Israeli Securities Law-1968 (the “~~Lock-up~~Laws”)~~. For the avoidance of doubt~~, the ~~Lock~~Purchased Shares will be subject to a 6-up month lockup period (the “Initial Lockup Period”) followed by an 18- month (6 calendar quarters) period in which portions of the Purchased Shares will become tradable providing that (i) no more than 1% of the Company’s issued and outstanding shares each quarter will become tradable; and (ii) the daily amount of Purchased Shares permitted for trade shall ~~not apply~~ be no greater than the average daily volume of trade in the past 8 weeks prior to such trading date (the “Additional Lockup Period”); and, subject to Section 4.2 below, all of the Purchased Shares will become tradable after 24 months from the date of issuance. 4.2. In addition, the Purchased Shares shall be deemed to be “restricted securities” as such term (as defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”)) and may only be disposed of in compliance with state and federal securities laws of the United States. 4.3. The Purchaser consents to the placement of a legend on any ~~Company Interests, warrants~~ certificate or other document evidencing the Purchased Shares that such securities of have not been registered under the ~~Company~~ Securities Act substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (~~whether acquired in the open market~~THE “SECURITIES ACT”), ~~directly from the Company~~OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, ~~upon exercise of any warrants or otherwise) other than the Lock-up Shares~~OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 4.4. Nothing in this Section 7 ‎4 shall ~~prohibit a NET Power Holder~~ prevent Purchaser from transferring the ~~establishment of a trading plan pursuant~~ Purchased Shares to ~~Rule 10b5-1 promulgated under the Exchange Act~~Univo Pharmaceuticals Ltd., provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which ~~results in~~ holds all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) issued and outstanding share capital of the ~~Charter shall not be deemed a Transfer for purposes of this Section 7~~Purchaser. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Collaboration Agreement (Can-Fite BioPharma Ltd.)

Appears in 1 contract

Sources: Lock Up and Voting Agreement (Ho Michael)

Lock-Up. (a) Subject to ~~Sections 7(b) and 7(c), each NET Power Holder agrees with the Company that it, he or she shall not Transfer~~ any Excess Subscription Receipt Lock-up ~~Shares of such NET Power Holder (if any~~ Release, the Investor shall not, and to shall procure that each Investor Affiliate shall not, without the ~~extent applicable) until the end~~ prior written consent of the applicable Lock-up Period (the “Lock-up”). For the avoidance of doubt, the Lock-up shall not apply to any Company Interests, warrants or other securities of the Company (whether acquired in the open marketCorporation, directly ~~from the Company~~or indirectly, upon exercise of any warrants or otherwise) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period.Transfer: (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) for the period commencing on the Closing Date until the earlier of (1) the date that is one month following the issuance of the Common Shares pursuant to the terms of the Subscription Receipts and (2) the date that is 12 months following the Closing Date, (A) any of ~~such NET Power Holder’s Permitted Transferees~~the Subscribed Securities and (B) following the issuance of Common Shares pursuant to the terms of the Subscription Receipts, that number of Common Shares equal to the number of Placement Underlying Shares acquired pursuant to the Subscription Receipts; or or (ii) ~~in connection with a liquidation~~for the period commencing on the date hereof and ending on the earliest of (1) the date of completion of the vote of shareholders of the Target, ~~merger~~if applicable, ~~stock exchange~~related to the Acquisition, ~~reorganization~~(2) the date on which the Takeover Offer, ~~tender offer approved by the Board~~ if applicable, becomes or ~~a duly authorized committee thereof or other similar transaction which results~~ is declared unconditional in all respects and (3) the date of termination of the ~~Company’s Stockholders having~~ Acquisition, the ~~right to exchange their~~ Common Shares, the ordinary shares of ~~Common Stock (including any Company Interests exchangeable for~~ Tryg or the ordinary shares of the Target it owns as at the date hereof; provided, however, that, notwithstanding the foregoing, the lockup in this paragraph (a)(ii) with respect to Common ~~Stock~~ Shares only shall end no later than the date of the earliest of (A) the date of the earliest of the events in ~~connection therewith~~the foregoing clauses (1) ~~for cash, securities or other property subsequent to~~ through (3) and (B) 120 days following the Closing Date. (cb) ~~Notwithstanding~~ The restrictions on Transfer contained in paragraph (a)(ii) shall not apply to Transfers where the ~~provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock~~ equity securities are managed by arms-length parties pursuant to ~~Section 4.3(b)~~ a discretionary mandate or where the purpose of the ~~Charter~~ Transfer is to maintain a portfolio of investments which tracks a stock market index for pure investment purposes, provided in each case that the Transfer of equity securities (other than Common Shares) shall ~~not be deemed~~ have been consented to by or conducted in a ~~Transfer for purposes~~ manner consistent with the requirements of ~~this Section 7~~the UK Panel on Takeovers and Mergers. (dc) ~~With respect~~ If an applicable regulator indicates, or the Investor reasonably determines, prior to ~~Price-Based Lock~~the Excess Common Share Final Approval Date, that a Required Excess Common Share Approval will not be granted or obtained, the Investor (directly or through its Investor Affiliates) shall be permitted, notwithstanding the terms of any lock-up ~~Shares, notwithstanding anything contained herein~~ with the Corporation that would otherwise apply to the ~~contrary~~Investor’s holding of Common Shares or Excess Subscription Receipts, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under including those referenced in this Section ~~7 in an amount up~~ 26, to ~~one-third~~ dispose of ~~the Price-Based Lock-up~~ any or all of its Common Shares ~~Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case,~~ or Subscription Receipts that would otherwise result in the ~~aggregate as of immediately following~~ Investor holding Excess Common Shares or Excess Subscription Receipts (but only to the ~~Closing (~~extent necessary to avoid the ~~aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”~~Investor holding any Excess Common Shares or Excess Subscription Receipts) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing ~~at least six months after~~ upon the date of ~~Closing~~such regulatory indication or the date the Investor notifies the Corporation of its determination until the Excess Common Share Final Approval Date (an “Excess Subscription Receipt Lock- up Release”), ~~exceeds $12.00 per share, then~~ and any such subscription receipts that are disposed of by the ~~NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during~~ Investor to a third party by the ~~Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement~~ Excess Common Share Final Approval Date pursuant to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement foregoing shall be deemed ~~amended or modified~~ not to ~~give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified~~ be Excess Subscription Receipts and shall not thereafter be subject to cancellation pursuant to the ~~immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days~~ terms of the ~~occurrence of such amendment or modification~~Subscription Receipt Agreement. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Subscription Agreement

Lock-Up. (a) Subject to ~~Sections 7(b~~the exceptions set forth in this Article X, the holders of common stock, par value $0.0001 per share, of the Corporation (“Common Stock”), issued after the adoption of these Bylaws (a) to the former holders of capital stock of ▇▇▇▇▇▇ Computing, Inc. (“Legacy ▇▇▇▇▇▇” and such holders “Legacy Holders”) (x) as consideration in connection with the merger of Tigre Merger Sub, Inc. (“Merger Sub”), with and into Legacy ▇▇▇▇▇▇ (the “Merger”) pursuant to that certain Business Combination Agreement (as amended from time to time in accordance with its terms, the “Business Combination Agreement”), dated as of September 6, 2023, by and among the Corporation (at the time named ▇▇▇▇▇▇▇▇ Acquisition Corp.), Merger Sub and Legacy ▇▇▇▇▇▇ or (y) in respect of any options or warrants to purchase shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive Common Stock, or any interest in any of the foregoing which as of or immediately following the effective time of the Merger are owned directly by the Legacy Holders (including holding as a custodian) or with respect to which such Legacy Holder has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission or (b) to the former holders of stock options or other equity awards of Legacy ▇▇▇▇▇▇ (“Legacy Options and Awards”) upon the settlement or exercise of stock options or other equity awards issued in respect of the conversion of Legacy Options and Awards pursuant to the Business Combination Agreement (the shares of Common Stock described in clauses (a) and ~~7(c)~~clause (b) above, ~~each NET Power Holder agrees with~~ together, the ~~Company that it, he or she shall not Transfer any~~ “Lock-~~up Shares~~ Up Shares” and such holders of ~~such NET Power Holder (if any and~~ Lock-Up Shares, the “Lock-Up Holders”) may not, prior to ~~the extent applicable) until~~ the end of the ~~applicable~~ Lock-Up Period (as defined below) (i) directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Lock-Up Shares, or any options or warrants to purchase any Lock-Up Shares or (ii) enter into any swap or hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise. The foregoing restriction is expressly agreed to preclude each Lock-Up Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of such Lock-Up Holder’s Lock-Up Shares even if such shares of Common Stock would be disposed of by someone other than the Lock-up ~~Period~~ Holder during the Lock-up Period. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Lock-Up Holder’s Lock-Up Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such shares of Common Stock. (b) Notwithstanding anything to the contrary contained herein, any Legacy Holder that has entered into a Lock-Up Agreement (as defined below) or any other separate lock-up agreement with the Corporation (such holders, the “Electing Holders”, and such lock-up agreements, including the Lock-upUp Agreement, the “Separate Lock-Up Agreements”)) shall in no event be considered a Lock-Up Holder hereunder and the restrictions on transfers set forth in Section 10.1(a) of this Article X shall not apply to any Electing Holder. For the avoidance of doubt, ~~the~~ any shares of Common Stock held by an Electing Holder shall be subject solely to any restrictions on transfer set forth in their respective Separate Lock-~~up shall not apply~~ Up Agreement. (c) Subject to Section 10.2, any ~~Company Interests, warrants or other securities of the Company~~ Permitted Transferees (~~whether acquired in the open market, directly from the Company, upon exercise of any warrants or otherwise~~as defined below) other than the Lock-up Shares. Nothing in this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of Lock-Up Shares ~~during~~ may not transfer or dispose of any Lock-Up Shares until the end of the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 7(a), any NET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Time-Based Lock-up Shares or Price-Based Lock-up Shares, as applicable, would also be favorable to any of the NET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. In the event this Agreement is deemed amended or modified pursuant to the immediately preceding sentence, the Company shall notify each NET Power Holder within two (2) business days of the occurrence of such amendment or modification. (g) For the avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Company Interests Beneficially Owned by the NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company and OpCo as of the date hereof.

Appears in 1 contract

Sources: Business Combination Agreement (Andretti Acquisition Corp.)

Common use of Lock-Up Clause in Contracts