Dribble-Out definition

Dribble-Out. Agreement. (a) In consideration for the Registration Rights Agreement, Subscriber hereby agrees that, except as permitted under subsection (c) of this Section, during the Dribble Out Period, as defined herein, Subscriber will not: (i) Sell any of the Securities or other securities of the Company or Holding Company received on account of ownership of the Securities (the “Dribble-Out Securities”). (ii) Transfer, assign or otherwise dispose of any of the Dribble-Out Securities. (iii) Pledge, hypothecate or otherwise create a lien on any of the Dribble-Out Securities. (iv) Loan to any person or entity any shares or other securities of the Company or Holding Company. (v) Sell short any shares or other securities of the Company or Holding Company. (vi) Acquire a put option or grant a call option with respect to any shares or other securities of the Company or Holding Company. (vii) Enter into any agreement concerning any of the foregoing transactions, or otherwise facilitate any other person conducting any of the foregoing transactions. (b) For purposes of this Section, Holding Company shall mean any company whose stock is publicly traded (i) with which the Company merges or consolidates or (ii) of which the Company or its successor becomes a subsidiary. For purposes of this Section, the Dribble Out Period shall mean the period beginning on the date of this Agreement and ending six (6) months after the effective date of the first registration statement of the Company that registers for resale the Dribble-Out Securities (the “Effective Date”). Notwithstanding the foregoing, after the Effective Date Subscriber may sell (if permitted under a registration statement), during any rolling thirty-day period during the Dribble Out Period, up to 25% of the Dribble-Out Securities owned by Subscriber on the Effective Date. The Board of Directors of the Company or Holding Company may terminate the Dribble Out Period or allow Subscriber to take a prohibited action prior to termination of the Dribble Out Period with respect to some or all of the Dribble-Out Securities owned by the Subscriber, if the Board provides all other Subscribers of the Company or Holding Company who have the same Dribble Out Period with the same termination or waiver at the same time and to the same extent as for Subscriber. (c) Notwithstanding the foregoing, provided the transferee first signs an agreement on substantially the terms set forth herein and reasonably acceptable to the Company or Holding C...
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Examples of Dribble-Out in a sentence

  • The Dribble-Out Securities of Consultant shall have a legend in form and substance acceptable to the Client and Holding Company referring to the restrictions of this Agreement and the Client or Holding Company may instruct the transfer agent of the Client or Holding Company to stop any transfer of any securities in violation of this Agreement and may take any other action required to avoid violation of this Agreement, including, without limitation, obtaining an injunction.

  • Transfer, assign or otherwise dispose of any of the Dribble-Out Securities.

  • Notwithstanding the foregoing, after the Effective Date Consultant may sell (if permitted under a registration statement), during any rolling thirty-day period during the Dribble Out Period, up to 25% of the Dribble-Out Securities owned by Consultant on the Effective Date.

  • For purposes of this Section, the Dribble Out Period shall mean the period beginning on the date of this Agreement and ending six (6) months after the effective date of the first registration statement of the Client that registers for resale the Dribble-Out Securities (the “Effective Date”).

  • The Stock Compensation and related selling and/or non-selling of the Shares shall be pursuant to the terms in the Dribble-Out Agreement attached hereto as Exhibit C.

  • The provisions of this Section shall continue in effect after the Dribble-Out Securities are registered.