Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly:
Transfer and Other Restrictions. For so long as the Merger Agreement is in effect:
Transfer and Other Restrictions. Each Representative hereby agrees (i) to waive its redemption rights with respect to the Representatives’ Shares in connection with the completion of the initial Business Combination (ii) waive its redemption rights with respect to the Representatives’ Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Securities if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within the time specified in its certificate of incorporation. The Representatives will not sell, transfer, assign, pledge or hypothecate the Representatives’ Shares, or cause the Representatives’ Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representatives’ Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) beginning on the date of commencement of sales of the Offering to anyone other than (i) the Representatives or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representatives further agree to vote in favor of any initial Business Combination presented to the Company’s stockholders.
Transfer and Other Restrictions. Prior to the termination of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees not to, and to cause each of his, her or its Affiliates not to, directly or indirectly:
Transfer and Other Restrictions. For so long as this Agreement is in effect:
Transfer and Other Restrictions. Except pursuant to this Agreement, the Shareholder shall not, directly or indirectly, (i) Transfer (as defined below) or enter into any Contract, option or other arrangement or understanding (excluding any profit sharing agreement or any other arrangement that constitutes a Transfer of the economic (but not the voting) interest in such Subject Shares) with respect to the Transfer of, any of its Subject Shares to any Person, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of its Subject Shares, (iii) take any other action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or would in any way restrict, limit or interfere with the performance of the Shareholder’s obligations hereunder or (iv) commit or agree to take any of the foregoing actions; provided, however, that, notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the Shareholder from selling or disposing of Subject Shares (i) pursuant to any plan of FSI, existing or as contemplated by the Merger Agreement and Contemplated Transactions, designated to satisfy the requirements of Rule 10b5-1 under the Exchange Act in which the Shareholder is a participant as of the date of this Agreement or (ii) to any Permitted Transferee (as defined below) so long as such Permitted Transferee executes a signature page to this Agreement and delivers the same to the Company, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Subject Shares that are the subject of such Transfer. “Permitted Transferee” means (i) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (ii) any trust, the trustees of which include only the persons named in clause (i) and the beneficiaries of which include only the persons named in clause (i), (iii) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clause (i), or (iv) any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. The Shareholder hereby authorizes and will instruct FSI or its counsel to notify FSI’s transfer agent that there is a stop transfer order with respect to all of the...
Transfer and Other Restrictions. The Representative hereby agrees (i) to waive its redemption rights with respect to the Representative’s Securities in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Securities if the Company fails to complete the initial Business Combination. The Representative will not sell, transfer, assign, pledge or hypothecate the Representative’s Securities, or cause the Representative’s Securities to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Securities by any person, for a period of time ending on the later of the completion of the initial Business Combination and 180 days (pursuant to FINRA Rule 5110(e)(1)) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner, associated person or affiliate of the Representative or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.
Transfer and Other Restrictions. The Representative hereby agrees to (a) waive its redemption rights with respect to the Representative Shares in connection with the completion of the Business Combination, (b) waive its redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (c) waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the Business Combination within 15 months from the Closing Date (or up to 21 months from the Closing Date if the Company extends the period of time to consummate a Business Combination). The Representative agrees by its acceptance of the Representative Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative Shares for a period of 360 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 360 days following the Effective Date, that would result in the effective economic disposition of the Representative Shares, except as provided for in FINRA Rule 5110(e)(2).
Transfer and Other Restrictions. The Representative hereby agrees not to transfer, assign or sell any such Representative’s Securities until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive their redemption rights with respect to the Representative’s Shares in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the Offering. The Representatives will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, (ii) a bona fide officer, partner, registered person or affiliate of the Representative or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commission. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.
Transfer and Other Restrictions. Except pursuant to this Agreement, each Stockholder shall not, directly or indirectly, (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift), hedge or utilize a derivative to transfer the economic interest in (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding (including any profit sharing agreement) with respect to the Transfer of, any Subject Shares to any Person, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares that conflicts or is inconsistent with this Agreement, (iii) take any other action that would make any representation or warranty of the Stockholders contained herein untrue or incorrect or would restrict, limit or interfere with the performance of the Stockholders’ obligations hereunder or (iv) commit or agree to take any of the foregoing actions.
