Lock-Up Shares definition

Lock-Up Shares has the meaning set forth in Section 4.1.

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Lock-Up Shares means the Common Stock and any other equity securities convertible into or exercisable or exchangeable for the Common Stock (including, without limitation, any Private Placement Warrants, and/or equity (or quasi equity) awards issued under any employee incentive or equity appreciation plan) held by the Sponsor, Director Holders or Target Holders immediately following the Closing (excluding any PIPE Shares or Common Stock acquired in the public market) or otherwise acquired, subscribed for or issued pursuant to the terms of the Business Combination Agreement or the Sponsor Support Agreement.

Lock-Up Shares has the meaning set forth in Section 2(a).

Examples of Lock-Up Shares in a sentence

In order to enforce this Section 2(f), the Company may impose stop-transfer instructions with respect to the Lock-Up Shares in accordance with the terms of this Lock-Up Agreement until the end of the Lock-Up Period.
The Stockholder hereby agrees that it shall not, and shall cause its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except as permitted in accordance with Section 2(b), Section 2(c), or Section 2(d).
The number of Lock-Up Shares and Released Shares referenced in this Lock-Up Agreement shall be equitably adjusted on account of any changes in the equity securities of the Company by way of stock split, stock dividend, combination or reclassification, or through any merger, consolidation, reorganization, recapitalization or business combination, or by any other means.
For the avoidance of doubt, any Lock-Up Shares that have not been released pursuant to this Section 2(b) shall remain subject to the Transfer Restriction until the expiration of the Lock-Up Period.
For the avoidance of any doubt, the Stockholder shall retain all of its rights as a stockholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that are shares of common stock (subject to the terms of the Voting Agreement, as defined in the Purchase Agreement).

More Definitions of Lock-Up Shares

Lock-Up Shares has the meaning set forth in Section 3.1(a).

Lock-Up Shares means with respect to any Stockholder Party and its respective Permitted Transferees, the shares of Common Stock held by such Person as a result of the Preferred Stock Exchange (but not, for the avoidance of doubt, shares of Common Stock acquired by such Person following the consummation of the First Merger or held by such Stockholder Party prior to the consummation of the First Merger other than as a result of the Preferred Stock Exchange).

Lock-Up Shares means any Common Shares that the Employee acquires pursuant to the Merger Agreement, including any that have been Transferred to a Permitted Transferee in accordance with Section 20 hereof (and shall include any shares of capital stock of Sierra issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization). For the avoidance of doubt, Common Shares shall cease to be Lock-Up Shares hereunder as of the end of the Lock-Up Period.

Lock-Up Shares means (i) with respect to the Company Equity Holders and their Permitted Transferees, the Company Ordinary Shares held by such Company Equity Holders as of immediately following the Stock Split and the Conversion (as each such term is defined in the Merger Agreement), and (ii) with respect to SPAC Sponsor and its Permitted Transferees, (A) the Ordinary Shares issuable to SPAC Sponsor as Merger Consideration (as such term is defined in the Merger Agreement) under the Merger Agreement in respect of the 7,187,500 shares of SPAC Class B Stock (as defined in the Merger Agreement) that it holds, (B) the Company Warrants issuable to SPAC Sponsor as Merger Consideration in respect of the Private Placement Warrants (as defined in the Merger Agreement), and (C) any Ordinary Shares issuable to SPAC Sponsor upon exercise of such Company Warrants mentioned in the preceding Clause (B). In furtherance of the foregoing, Ordinary Shares issued to any affiliate of the SPAC Sponsor in accordance with any subscription agreement between such affiliate and the Company shall not be Lock-Up Shares.

Lock-Up Shares means the equity securities of the Company held by the Locked-Up Holders, directly or indirectly, as of the Closing Date.

Lock-Up Shares has the meaning set forth in Section 5.1(a).

Lock-Up Shares means, (i) with respect to the any Holder that is a party to the Sponsor Agreement, any shares of Class A Common Stock held by such Holder during the Sponsor Lock-Up Period; and (ii) any Exchange Share during the AON Lock-Up Period.