Lockup Shares definition

Lockup Shares has the meaning set forth in Section 2(c)(v) below.

Lockup Shares means collectively, the Purchased Shares and the Existing Shares.

Lockup Shares means an amount of 1,050,000 shares of Parent Common Stock with respect to which the holders of Class A Units and Class P Units will agree to retain and forfeit and transfer to the Parent pursuant to the terms of the Joinder Agreement in order to satisfy certain obligations of the holders of Class A Units and Class P Units hereunder.

Examples of Lockup Shares in a sentence

• In addition, the Company has recourse for any indemnification claims under Section 8.2 of the Merger Agreement, subject to the limitations set forth in the Merger Agreement, from the Reporting Person’s Lockup Shares.

• Further, if the Issuer completes a transaction that results in a change of control, the Lock-up Shares are released from restriction immediately prior to such change of control.

• Mr. Yang and Profit Channel have undertaken, inter alia, in the S&P Agreement and the Irrevocable Undertakings that unless with the prior written consent of the Offeror, he/it will not dispose of any part of the Lock-up Shares or enter into any agreement or arrangement which has the same or similar effect during the First 12 Months and will not dispose of 50% or more of the Lock-up Shares or enter into any agreement or arrangement which has the same or similar effect during the Second 12 Months.

• For the avoidance of doubt, the Offeror will not give its prior written consent to such disposal of any part of the Lock-up Shares or the entry into of any agreement or arrangement which has the same or similar effect during the period from the execution of the S&P Agreement until the Offer has completed, expired or been withdrawn.

• Notwithstanding the terms of the Lock-up Agreement, either BTIL or London Pacific, without the consent of Alliance, may transfer the Initial Lock-up Shares, the Second Lock-up Shares, the IASI Warrants, and the shares issuable under the IASI Warrants, or any of such securities, to any of their respective "affiliates", provided such transferees agree, in writing, to be bound by the terms of the Lock-up Agreement.

More Definitions of Lockup Shares

Lockup Shares means as to each Shareholder (i) initially, the respective shares of Common Stock issued to such Shareholder upon the closing under the Acquisition Agreement on the date hereof, and (ii) upon the making of the post-closing adjustments required by the Acquisition Agreement, such shares (a) plus the shares of Common Stock additionally issued by the Company to such Shareholder or (b) minus the shares of Common Stock returned by such Shareholder or the Escrow Agent to the Company, as the case may be, pursuant to such adjustments, subject in any case to customary adjustment for any subsequent stock split, stock dividend or similar event.

Lockup Shares shall have the meaning set forth in Section 2.15(a).

Lockup Shares has the meaning assigned to such term in the Acquisition Amendment;

Lockup Shares means (A) the shares of Class A common stock that the Lockup Holders hold or have a right to receive as a result of the transactions contemplated by the Agreement and Plan of Merger and are held by the Lockup Holders following the closing of the Business Combination Transaction (other than shares of Class A common stock acquired in the public market or pursuant to a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to a subscription agreement where the issuance of shares of Class A common stock occurs on or after the closing of the Business Combination Transaction), (B) the Legacy Equity Award Shares and (C) the Class A Preferred Stock, including the shares of Class A common stock issuable upon conversion of the Class A Preferred Stock; and

Lockup Shares means those Registrable Securities that are subject to lockup provisions pursuant to the Share Exchange Agreement or any stock restriction agreement the form of which is listed as an exhibit to the Share Exchange Agreement (the "LOCKUP PROVISIONS").

Lockup Shares has the meaning set forth in Section 12.5.

Lockup Shares means the Common Shares (other than the Financing Shares) and Earnout Special Shares held by the Lockup Holders immediately following the closing of the Business Combination Agreement (other than Common Shares acquired in the public market or pursuant to a transaction exempt from registration under the Securities Act of 1933, as amended, and the prospectus requirements under Canadian securities laws, pursuant to a subscription agreement where the issuance of Common Shares occurs on or after the closing of the Business Combination Agreement).