Lock-Up Agreement definition

Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

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Lock-Up Agreement has the meaning set forth in the Recitals.

Lock-Up Agreement means an agreement (the terms of which are publicly disclosed and a copy of which is made available to the public (including the Corporation): (i) not later than the date on which the Lock-up Bid (as defined below) is publicly announced; or (ii) if the Lock-up Bid has been made prior to the date on which such agreement has been entered into, forthwith and in any event not later than the Business Day following the date of such agreement); between an Offeror, any of its Affiliates or Associates or any other Person acting jointly or in concert with the Offeror and a Person (the “Locked-up Person”) who is not an Affiliate or Associate of the Offeror or a Person acting jointly or in concert with the Offeror whereby the Locked-up Person agrees to deposit or tender the Voting Shares held by the Locked-up Person to the Offeror’s Take-over Bid or to any Take-over Bid made by any of the Offeror’s Affiliates or Associates or made by any other Person acting jointly or in concert with the Offeror (the “Lock-up Bid”), where the agreement: (iii) (A) permits the Locked-up Person to withdraw the Voting Shares from the agreement in order to tender or deposit the Voting Shares to another Take-over Bid, or to support another transaction that provides for a consideration for each Voting Share that is higher than the consideration contained in or proposed to be contained in the Lock-up Bid; or (a) permits the Locked-up Person to withdraw the Voting Shares from the agreement in order to tender or deposit the Voting Shares to another Take-over Bid, or to support another transaction that provides for a consideration for each Voting Share that exceeds by as much as or more than a specified amount the (“Specified Amount”) the consideration for each Voting Share contained in or proposed to be contained in, and is made for at least the same number of Voting Shares as, the Lock-up Bid; and (b) does not by its terms provide for a Specified Amount that is greater than 7% over the consideration for each Voting Share contained in or proposed to be contained in the Lock-up Bid; and, for greater certainty, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Offeror an opportunity to at least match a higher consideration in another Take-over Bid or transaction or other similar limitation on a Locked-up Person’s rights to withdraw Voting Shares from the Lock-up Agreement and not to tender such Voting Shares to the Take-over Bid to which the Locke...

Examples of Lock-Up Agreement in a sentence

In connection with the execution of this Conversion Agreement and the issuance of the Conversion Shares hereunder, the Creditor shall enter into a joinder to the Lock-Up Agreement, dated as of December 31, 2024, by and among the Company and the shareholders party thereto, which shall provide that the Conversion Shares are treated as “Lock-Up Shares” thereunder.
This Agreement shall become effective immediately upon expiration of the Lock-Up Period described in the Lock-Up Agreement entered into pursuant to the Merger Agreement and shall expire five fiscal quarters from the date hereof (the “Leak-Out Period”).
The Lock-Up Agreement shall also provide for customary exceptions for private transfers and estate planning transactions; provided, that no public market sales shall be permitted prior to the expiration or earlier release of such lock-up restrictions.
The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms.
The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements (and any lock-up agreements contemplated in the Lock-Up Agreements) except to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement (and any lock-up agreements contemplated in the Lock-Up Agreements) in accordance with its terms.

More Definitions of Lock-Up Agreement

Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit D attached hereto.

Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and executive officers of the Company and each holder of Ordinary Shares and Ordinary Share Equivalents holding, on a fully diluted basis, 5% or more of the Company’s issued and outstanding Ordinary Shares, in the form of Exhibit A attached hereto.

Lock-Up Agreement is defined in the recitals to this Agreement.

Lock-Up Agreement has the meaning set forth in Section 6.5.

Lock-Up Agreement has the meaning set forth in Section 2.2(a)(ix).

Lock-Up Agreement means the Lock-Up Agreement in the form attached hereto as Exhibit A.

Lock-Up Agreement means that certain Lock-Up Agreement, by and between the underwriters and each investor of the REIT and/or the Operating Partnership.