LOCKUP ON COMPANY SHARES Sample Clauses

LOCKUP ON COMPANY SHARES. Until December 31, 2019 (the “Lockup End Date”), Executive shall not sell, transfer or otherwise dispose of shares of Company common stock acquired upon the exercise or settlement of Company equity awards; provided, however, that this restriction shall lapse upon a termination of Executive’s employment without Cause or for Good Reason, or by virtue of Executive’s death, prior to the Lockup End Date, and provided, further that this restriction shall not apply to any net settlements of Company equity awards that vest after the Effective Date, or sales of shares of Company common stock to cover tax withholdings or the exercise price due on vesting or exercise of Company equity awards. Following the Effective Time (as defined in the Merger Agreement), the applicable annual limits on the number of shares of Class A common stock of the Company with respect to which Executive may exercise Company stock appreciation rights shall remain in effect (as equitably adjusted to reflect the exchange ratio).
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LOCKUP ON COMPANY SHARES. For a period of six (6) months following the Effective Date (the “Lockup Period”), Executive shall not sell, transfer or otherwise dispose of shares of Company common stock received (i) in exchange for shares of Angie’s List common stock in the Merger (as defined in the Merger Agreement) or (ii) in settlement of Company equity awards that converted from Angie’s List equity awards pursuant to the Merger Agreement (the “Assumed Awards”); provided, however, that this restriction shall lapse upon a termination of Executive’s employment without Cause, for Good Reason, or due to Executive’s death or disability prior to the six-month anniversary of the Effective Date; and provided, further, that this restriction shall not apply to any net settlements of Company equity awards that vest after the Effective Date, or sales of shares of Company common stock to cover tax withholdings or the exercise price due on vesting or exercise of Company equity awards. The Company agrees that Executive’s Assumed Awards that are restricted stock units shall be net settled for tax purposes at the statutory maximum rate during the Lockup Period. Nothing in this Section 4 shall prevent Executive from electing to receive cash in connection with the transactions contemplated by the Merger Agreement.
Sample 1
LOCKUP ON COMPANY SHARES. Until December 31, 2019 (the “Lockup End Date”), Executive shall not sell, transfer or otherwise dispose of shares of Company common stock acquired upon the exercise or settlement of Company equity awards; provided, however, that this restriction shall lapse upon a termination of Executive’s employment without Cause or for Good Reason, or by virtue of Executive’s death, prior to the Lockup End Date, and provided, further that this restriction shall not apply to any net settlements of Company equity awards that vest after the Effective Date, or sales of shares of Company common stock to cover tax withholdings or the exercise price due on vesting or exercise of Company equity awards.
Sample 1

Related to LOCKUP ON COMPANY SHARES

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Company Securities Section 3.2(a)........................................11

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Common Shares 4 Company...................................................................................... 4

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