Lock-Up Provision. The Employee hereby agrees that in the event of any underwritten public offering of Common Stock, including an initial public offering of Common Stock, pursuant to an effective registration statement filed under the Securities Act (whether before or after the lapse of the Forfeiture Restrictions with respect to any of the Restricted Shares), the Employee shall not effect any public sale or distribution of Common Stock or of any securities convertible into or exchangeable or exercisable for Common Stock or hedging transactions relating to Common Stock, including a sale pursuant to Rule 144 under the Securities Act, during the period beginning 14 days prior to the expected date of “pricing” of such public offering and continuing for a period not to exceed 180 days after the date of the final prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration statement) as may be established by the underwriter(s) for such public offering (the “Lock-Up Period”); provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the managing underwriter(s) of such underwritten public offering waive, in writing, such extension. If and to the extent requested by the managing underwriter(s), the Employee agrees to execute an agreement to the foregoing effect with the underwriter(s) for such public offering on such terms as the managing underwriter(s) shall reasonably request (with such modification as reasonably requested by such managing underwriter(s) to take into consideration then existing rules of an applicable securities exchange regarding research analyst publications). The limitations contained in this Section 3(g) shall not apply to any shares registered in such public offering under the Securities Act.
Lock-Up Provision. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 5,417 shares every 30 days, commencing 30 days after the filing of the Form S-8.
Lock-Up Provision. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective Registration Statement filed under the 1933 Act, including the Company's initial public offering, Optionee shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any shares of Stock without the prior written consent of the Company. Such restriction (the "Market Stand-Off") shall be in effect for such period of time from and after the effective date of the final prospectus for the offerings as may be requested by the Company or the underwriters. In no event, however, shall such period exceed one hundred eighty (180) days after the effective date of the Company's Registration Statement with respect to such offering. Optionee shall be subject to the Market Stand-Off provided and only if the officers and directors of the Company holding common stock of the Company are also subject to similar restrictions.
Lock-Up Provision. In the event that the Board of Directors of the Company determines, in its sole and absolute discretion, that it is in the best interests of the Company and its shareholders to cause Holder to execute a lockup/leak-out agreement related to the common stock underlying the Warrants (whether such underlying common stock is registered or not), Holder specifically agrees to execute such an agreement as presented by the Company. The terms and conditions of such lockup/leak-out agreement, if necessary, shall be set by the Company, in its sole and absolute discretion, and will include, but not be limited to, at least a twelve (12) month lockup/leak-out provision. In the event that Holder refuses to execute the lockup/leak-out agreement (which may be a condition precedent to the issuance of the stock underlying the Warrants), the Holder herewith specifically agrees that the Company may refuse to issue the common stock issuable upon exercise of the Warrants.
Lock-Up Provision. In connection with any public registration of the Company's securities, the Optionee (and any transferee of Optionee) agrees, upon the request of the Company or the underwriter(s) managing such underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of this Option, any of the shares of Common Stock issuable upon exercise of this Option or any other securities of the Company heretofore or hereafter acquired by Optionee (other than unrestricted securities acquired in the open market and those included in the registration) without the prior written consent of the Company and such underwriter(s), as the case may be, for a period of time not to exceed one hundred eighty (180) days from the effective date of the registration (the "Lock-Up Period"). Upon request by the Company, Optionee (and any transferee of Optionee) agrees to enter into any further reasonable agreement in writing in a form reasonably satisfactory to the Company and such underwriter(s)in furtherance of such lock-up. The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restrictions until the end of said 180-day period. Any shares issued upon exercise of this Option shall bear an appropriate legend referencing this lock-up provision (the "Lock-Up Legend").
Lock-Up Provision. The Optionee agrees, if requested by the Company and any underwriter engaged by the Company, not to offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any securities (including the right to acquire any Common Stock) of the Company (including, without limitation, pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act")) held by him or her for such period following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed ninety (90) days.
Lock-Up Provision. Executive hereby agrees that in the event of any underwritten public offering of stock, including an initial public offering of stock, made by the Company pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), Executive shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any shares of stock of the Company or any rights to acquire stock of the Company for such period of time from and after the effective date of such registration statement as may be established by the underwriter for such public offering; provided, however, that such period of time shall not exceed 180 days from the effective date of the registration statement to be filed in connection with such public offering. The foregoing limitation shall not apply to shares registered in the public offering under the Securities Act. Executive shall be subject to this Paragraph provided and only if the officers and directors of the Company are also subject to similar arrangements.
Lock-Up Provision. To the extent that any Remedium Options are exercised during the lock-up period specified in the Lock-Up Agreement, the Option Holder, by exercise of the Remedium Option, agrees to be bound by the restrictions set forth in the Lock-Up Agreement as if the Option Holder were an original signatory thereto.
Lock-Up Provision. Counterparty covenants that the Lock-Up Agreement substantially in the form described in the Definitive Proxy Statement Prospectus dated as of August 4, 2023 (the “Definitive Proxy”) and included therein as Annex E, which is to be entered into by certain parties pursuant to both the BCA and the amended and restated sponsor support agreement (included as Annex D-1 in the Definitive Proxy, dated as of January 9, 2023, by and among First Light Acquisition Group, LLC, a Delaware series limited liability company, the persons set forth on the signature page thereto, FLAG and Target, providing for the restriction of the transfer of Shares of Counterparty by certain parties specified therein will be in effect as of the Closing Date and at all times prior to the Valuation Date, subject to exceptions stated in such Lock-Up Agreement. For the sake of clarity, the shares purchased pursuant to the PIPE Subscription Agreement shall not be subject to any lock-up.
Lock-Up Provision. Without the prior written consent of the Company, including the directors of the Company that are not “interested persons” of the Company as defined in the Investment Company Act of 1940, (i) each Holder, other than Great Elm Capital Group, Inc., will refrain, during the period commencing on the date of this Agreement and ending on the date that is 180 days after the date of this Agreement and (ii) Great Elm Capital Group, Inc. will refrain, during the period commencing on the date of this Agreement and ending on the date that is on the one year anniversary of the date of this Agreement (each, a “Lock-Up Period”), from:
