Locked-Up Securities definition

Locked-Up Securities means all issued and outstanding Founders’ Units, Founders’ Shares and Founders’ Warrants (including the shares of Common Stock to be issued upon exercise of the Founders’ Warrants) and all Sponsors’ Warrants (including the shares of Common Stock to be issued upon exercise of the Sponsors’ Warrants), Co-Investment Units, Co-Investment Shares and Co-Investment Warrants (including the shares of Common Stock to be issued upon exercise of the Co-Investment Warrants) to be issued after the date hereof in accordance with the terms and conditions set forth in the Prospectus.

Locked-Up Securities means all issued and outstanding Founders’ Units, Founders’ Shares and Founders’ Warrants (including the shares of Common Stock to be issued upon exercise of the Founders’ Warrants) and all Sponsors’ Warrants (including the shares of Common Stock to be issued upon exercise of the Sponsors’ Warrants), Co-Investment Units, Co-Investment Shares and Co-Investment Warrants (including the shares of Common Stock to be issued upon exercise of the Co-Investment Warrants) to be issued after the date hereof in accordance with the terms and conditions set forth in the Prospectus; (xiii) persons or entities “Associated With” the undersigned shall mean (a) relatives of such person, (b) any corporation or organization of which such person is an officer or partner or directly or indirectly the beneficial owner of 10% or more of any class of equity securities and (c) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee, executor or in a similar fiduciary capacity and (xiv) a “Portfolio Company” of the referenced entity shall mean a company in which the entity controls a majority of the voting stock or a majority of the board of directors of such company.

Locked-Up Securities means all issued and outstanding Initial Shares, Initial Warrants (including the shares of Common Stock to be issued upon exercise of the Initial Warrants) and Insider Warrants (including the shares of Common Stock to be issued upon exercise of the Insider Warrants);

Examples of Locked-Up Securities in a sentence

• Other than in connection with the Transfer of any Subject Shares or Locked-Up Securities in accordance with the terms of this Agreement, which shall not be deemed to be an assignment of this Agreement or the rights or obligations hereunder, no party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto and any such transfer without prior written consent shall be void.

• Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, issuing stop transfer instructions to the Company’s transfer agent in connection with any purported transfer of Locked-Up Securities by the Securityholder in violation of the provisions of this Agreement.

• The foregoing limitations shall remain in full force and effect for a period of six (6) months from and after the Closing (such period, the “Lock-Up Period”) with respect to all the Locked-Up Securities.

• NOTE: It is strongly encouraged that high quality school leaders/principals with strong track records of success with the target population be identified for any Start-Up application for any school which wishes to open in the 2017-18 school year.

• The Shareholder is, and will be at the Effective Time, the direct or indirect beneficial owner of the Locked-Up Securities set forth opposite its name in Schedule A hereto, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever.

More Definitions of Locked-Up Securities

Locked-Up Securities means all Tribute Shares now beneficially owned or hereafter which become beneficially owned any time before the Effective Date by the Shareholder, including all Tribute Shares issuable upon the exercise of Tribute Options and/or Tribute Warrants now owned or hereafter acquired at any time before the Effective Date by the Shareholder, in each case as set forth in Schedule A hereto;

Locked-Up Securities means all issued and outstanding Founders’ Units, Founders’ Shares and Founders’ Warrants (including the shares of Common Stock to be issued upon exercise of the Founders’ Warrants) and all Sponsors’ Warrants (including the shares of Common Stock to be issued upon exercise of the Sponsors’ Warrants), Co-Investment Units, Co-Investment Shares and Co-Investment Warrants (including the shares of Common Stock to be issued upon exercise of the Co-Investment Warrants) to be issued after the date hereof in accordance with the terms and conditions set forth in the Prospectus and (xiii) persons or entities “Associated With” the undersigned shall mean (a) relatives of such person, (b) any corporation or organization of which such person is an officer or partner or directly or indirectly the beneficial owner of 10% or more of any class of equity securities and (c) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee, executor or in a similar fiduciary capacity.

Locked-Up Securities has the meaning ascribed thereto in Section 3.1(c);

Locked-Up Securities means the Common Shares, Options and RSUs which are beneficially owned, directly or indirectly by a Locked Up Shareholder and subject to a Voting Agreement;

Locked-Up Securities means any common shares in the capital of the Company (the "Common Shares") or other equity securities of the Company (or securities convertible or exercisable into Common Shares or other equity securities of the Company) held, directly or indirectly, by the undersigned on the date hereof, including, for greater certainty, any Common Shares or other securities issued to or purchased by the undersigned in the Offering. In consideration of the foregoing, the undersigned will not, directly or indirectly, without the consent of the Lead Underwriters, such consent not to be unreasonably withheld or delayed, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form or agreement or arrangement the consequence of which is to alter economic exposure to any Locked-Up Securities, or agree or publicly announce any intention to do any of the foregoing, in any manner whatsoever, at any time prior to 90 days after the closing of the Offering (the "Lock-Up Period"). The restrictions in the foregoing paragraph shall not apply to: (a) transfers to affiliates of the undersigned, or to any company, trust or other entity owned by or maintained for the benefit of the undersigned or for tax planning purposes; (b) transfers occurring by operation of law or in connection with transactions as a result of the death of the undersigned, provided that in each of (a) and (b) above, that any such transferee shall first execute a lock-up agreement with the Underwriters in substantially the same form as this Lock- Up Agreement with respect to the Locked-Up Securities for the remainder of the Lock-Up Period; or (c) transfers made pursuant to a bona fide take-over bid made to all holders of equity securities of the Company, or a similar acquisition or merger transaction, provided that in the event that such transaction is not completed, any Locked-Up Securities shall remain subject to the restrictions contained herein. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon request, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof. This Lock-Up Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. This Lock-Up Agreement shall not be assigned by the undersigned without the prior writt...

Locked-Up Securities means all Company Shares held by the Principal Shareholders.

Locked-Up Securities has the meaning set forth in Section 2(a).