Lock-Up Period Clause Example with 24 Variations from Business Contracts
This page contains Lock-Up Period clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company's officers or directors, any affiliate or family member of any of the Company's officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual's immediate ...family or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company's liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber's limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 5 7.3 In addition to the restrictions on transfer described in Section 7.1, Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.View More
Variations of a "Lock-Up Period" Clause from Business Contracts
Lock-Up Period. 7.1. The Each Subscriber agrees acknowledges that it shall not Transfer any the Securities until 30 days following the consummation purchased by such Subscriber pursuant to this Agreement will be subject to restrictions on transfer contained in that certain letter agreement (the "Insider Letter"), dated as of the Business Combination; provided, however, that Transfers of Securities are permitted (a) date hereof, by and among the Company, GigAcquisitions5, LLC, a Delaware limited liability compan...y, and the Subscribers, which Insider Letter shall be substantially in the form filed as an exhibit to the Company's officers or directors, any affiliate or family member of any of the Company's officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual's immediate family or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company's liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber's limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. Registration Statement. 7.2. For purposes of Section 7.1, the term "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 5 7.3 In addition to the restrictions on transfer described in Section 7.1, each Subscriber acknowledges and agrees that the Private Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). 5110(g)(2). Additionally, the Private Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Private Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. 5 8. Terms of the Private Units and Private Warrants. 8.1. The parties hereto hereby waive any right Private Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Private Units and component parts are subject to the transfer restrictions described in Section 7 hereof, (ii) the Private Warrants will be non-redeemable and may be exercisable on a jury trial "cashless" basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement, (iii) the Private Warrants may not be exercised after the five year anniversary of the effective date of the Registration Statement if held by a Subscriber, its designees or affiliates and (iv) the Private Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement or an exemption from registration is available, and the restrictions described above in clause (i) has expired. 8.2. Each Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination, such Subscriber shall (i) vote the Private Shares owned by it in favor of the Business Combination and (ii) not redeem any litigation pursuant to this Agreement and the transactions contemplated hereby. Private Shares owned by such Subscriber in connection with such stockholder approval. View More
Lock-Up Period. 7.1. 7.1 The Subscriber agrees that it shall not Transfer any Securities until 30 days following after the consummation completion of the Business Combination; provided, however, that Transfers of Securities are permitted (a) (i) to our or our Sponsor's officers, directors, consultants or their affiliates, (ii) in the Company's officers or directors, any affiliate or family member case of any of the Company's officers or directors or any affiliate of Subscriber or an entity, to any member(s) of ...Subscriber or any of their affiliates; (b) its members upon its liquidation, (iii) in the case of an individual, by gift to a member of such individual's immediate family or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization; (c) relatives and trusts for estate planning purposes, (iv) in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual; (d) death, (v) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, (vii) in connection with the Business Combination consummation of a business combination at prices no greater than the price at which the shares negotiated prices, or warrants were originally purchased; (f) in the event of the Company's liquidation prior to the completion of the Business Combination; (g) (viii) by virtue of the laws of the state of incorporation Delaware or formation of Subscriber or Subscriber's our sponsor's limited liability company agreement upon dissolution of Subscriber our sponsor in each case (except for clause (vi) or (h) in the event of the Company's liquidation, merger, capital stock exchange, reorganization (viii) or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), with our prior consent) where these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions these transfer restrictions herein. 7.2. 5 7.2 For purposes of Section 7.1, the term "Transfer" shall mean the (a) (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) (iii) public announcement of any intention to effect any transaction specified in clause (a) (i) or (b). 5 7.3 In addition to the restrictions on transfer described in Section 7.1, Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. (ii). View More
Lock-Up Period. 7.1. The Each Subscriber agrees acknowledges that it shall not Transfer any the Securities until 30 days following the consummation purchased by such Subscriber pursuant to this Agreement will be subject to restrictions on transfer contained in that certain letter agreement (the "Insider Letter"), dated as of the Business Combination; provided, however, that Transfers of Securities are permitted (a) date hereof, by and among the Company, GigAcquisitions4, LLC, a Delaware limited liability compan...y, and the Subscribers, which Insider Letter shall be substantially in the form filed as an exhibit to the Company's officers or directors, any affiliate or family member of any of the Company's officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual's immediate family or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company's liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber's limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. Registration Statement. 7.2. For purposes of Section 7.1, the term "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 5 7.3 In addition to the restrictions on transfer described in Section 7.1, each Subscriber acknowledges and agrees that the Private Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). 5110(g)(2). Additionally, the Private Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Private Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.View More
Lock-Up Period. 7.1. The Each Subscriber agrees acknowledges that it shall not Transfer any the Securities until 30 days following the consummation purchased by such Subscriber pursuant to this Agreement will be subject to restrictions on transfer contained in that certain letter agreement (the "Insider Letter"), dated as of the Business Combination; provided, however, that Transfers of Securities are permitted (a) date hereof, by and among the Company, GigAcquisitions3, LLC, a Delaware limited liability compan...y, and the Subscribers, which Insider Letter shall be substantially in the form filed as an exhibit to the Company's officers or directors, any affiliate or family member of any of the Company's officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual's immediate family or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company's liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber's limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. Registration Statement. 7.2. For purposes of Section 7.1, the term "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 5 7.3 In addition to the restrictions on transfer described in Section 7.1, each Subscriber acknowledges and agrees that the Private Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). 5110(g)(2). Additionally, the Private Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Private Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.View More
Lock-Up Period. 7.1. The Each Subscriber agrees acknowledges that it shall not Transfer any the Securities until 30 days following the consummation purchased by such Subscriber pursuant to this Agreement will be subject to restrictions on transfer contained in that certain letter agreement (the "Insider Letter"), dated as of the Business Combination; provided, however, that Transfers of Securities are permitted (a) date hereof, by and among the Company, GigInternational1 Sponsor, LLC, a Delaware limited liabili...ty company, and the Subscribers, which Insider Letter shall be substantially in the form filed as an exhibit to the Company's officers or directors, any affiliate or family member of any of the Company's officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual's immediate family or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company's liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber's limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. Registration Statement. 7.2. For purposes of Section 7.1, the term "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 5 7.3 In addition to the restrictions on transfer described in Section 7.1, each Subscriber acknowledges and agrees that the Private Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). 5110(g)(2). Additionally, the Private Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Private Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.View More
Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company's officers or directors, any affiliate or family member of any of the Company's officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual's immediate ...family or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company's liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber's limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. 8.2. For purposes of Section 7.1, 8.1, the term "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 5 7.3 8.3 In addition to the restrictions on transfer described in Section 7.1, 8.1, Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to except as permitted by FINRA Rule 5110(e)(2). 5110(g)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer member participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. thereof if all securities transferred remain subject to the lock up restriction. Additionally, the Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. 6 9.Terms of the Units and Placement Warrants. The parties hereto hereby waive Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and their component parts will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation of the Business Combination, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any right to of its permitted transferees), and will be exercisable on a jury trial in connection with any litigation "cashless" basis if held by Subscriber or its permitted transferees and will expire on the fifth anniversary of the effective date of the Registration Statement and (iii) the Units and their component parts are being purchased pursuant to this Agreement an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered or an exemption from registration is available, and the transactions contemplated hereby. restrictions described above in clause (i) has expired. View More
Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company's officers or directors, any affiliate or family member of any of the Company's officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual's immediate ...family or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company's liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber's limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. 8.2. For purposes of Section 7.1, 8.1, the term "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 5 7.3 8.3 In addition to the restrictions on transfer described in Section 7.1, 8.1, Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). 5110(g)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. 6 9.Terms of the Units and Placement Warrants. The parties hereto hereby waive Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and their component parts will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation of the Business Combination, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any right to of its permitted transferees), and will be exercisable on a jury trial in connection with any litigation "cashless" basis if held by Subscriber or its permitted transferees and will expire on the fifth anniversary of the effective date of the Registration Statement and (iii) the Units and their component parts are being purchased pursuant to this Agreement an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered or an exemption from registration is available, and the transactions contemplated hereby. restrictions described above in clause (i) has expired. View More
Lock-Up Period. 7.1. 7.1 The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) (i) to the Company's officers or directors, any affiliate affiliates or family member members of any of the Company's officers or directors directors, any members of the Company's sponsor, or any affiliate affiliates of Subscriber or to any member(s) of Subscriber or any of their affiliates...; (b) the Company's sponsor; (ii) in the case of an individual, by gift to a member of such one of the members of the individual's immediate family or to a trust, the beneficiary of which is a member of such one of the individual's immediate family, an affiliate of such individual person or to a charitable organization; (c) (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (d) (iv) in the case of an individual, pursuant to a qualified domestic relations order; (e) (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) (vi) in the event of the Company's liquidation prior to the completion of the Business Combination; (g) (vii) by virtue of the laws of the state of incorporation Delaware or formation of Subscriber or Subscriber's Company's sponsor's limited liability company agreement upon dissolution of Subscriber the Company's sponsor; or (h) (viii) in the event case of the Company's liquidation, merger, capital stock exchange, reorganization Subscriber, to Subscriber's affiliates or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; any entity controlled by Subscriber, provided, however, that in the case of clauses (a) (i) through (e) (v), (vii) or (g), (viii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. 7.2 For purposes of Section 7.1, the term "Transfer" shall mean the (a) (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (b) (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (c) (iii) public announcement of any intention to effect any transaction specified in clause (a) (i) or (b). 5 7.3 In addition to (ii). 7 8. Terms of the restrictions on transfer described in Section 7.1, Subscriber acknowledges Private Placement Units and agrees that the Private Warrants. 8.1 The Private Placement Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Private Placement Units and component parts are subject to the related registration rights transfer restrictions described in Section 7 hereof, (ii) the Private Warrants will be deemed compensation non-redeemable and may be exercisable on a "cashless" basis if held by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness Subscriber or commencement of sales its permitted transferees, as further described in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, Warrant Agreement, (iii) the Units and their component parts and the related registration rights Private Warrants may not be sold, transferred, assigned, pledged or hypothecated during exercised after the foregoing 180 day period following five year anniversary of the effective date of the Registration Statement except and (iv) the Private Placement Units and component parts are being purchased pursuant to any underwriter an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement or selected dealer participating in the IPO an exemption from registration is available, and the bona fide officers or partners restrictions described above in clause (i) has expired. 8.2 Subscriber agrees that if the Company seeks stockholder approval of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. The parties hereto hereby waive any right to a jury trial Business Combination, then in connection with such Business Combination, Subscriber shall (i) vote the Private Shares owned by it in favor of the Business Combination and (ii) not redeem any litigation pursuant to this Agreement and the transactions contemplated hereby. Private Shares owned by Subscriber in connection with such stockholder approval. View More
Lock-Up Period. 7.1. (a) Transfer Restrictions. The Subscriber Purchaser agrees that it shall not Transfer any Securities Private Placement Shares until 30 days following the consummation of the Business Combination; Combination (or earlier in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's shareholders having the right to exchange their ordinary shares for cash, securities or other property); provided, how...ever, that Transfers of Securities Private Placement Shares are permitted (a) to the Company's officers Company's, or directors, any affiliate or family member of any of the Company's Innovative International Sponsor I LLC's, officers or directors or any affiliate affiliate, officer or director of Subscriber the Purchaser or to any member(s) or partner(s) of Subscriber the Purchaser or any of their its affiliates; (b) in the case of an individual, by gift to a member of such individual's immediate immediately family or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations relation order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants Private Placement Shares were originally purchased; (f) in the event of the Company's or the Purchaser's liquidation prior to the completion of the Business Combination; or (g) by virtue of the laws of the country state of incorporation or formation of Subscriber the Purchaser or Subscriber's limited liability company the Purchaser's operating agreement upon dissolution of Subscriber or (h) in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; Purchaser; provided, however, that in the case of clauses (a) through (e) or and (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. (b) Transfer Defined. For purposes of Section 7.1, 8, the term "Transfer" shall mean (a) the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder with respect to, any of the Securities, Private Placement Shares, (b) entry into any swap or other arrangement that transfers transfer to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, Private Placement Shares, whether any such transaction is to be settled by delivery of such Securities, Private Placement Shares, in cash or otherwise, or (c) public announcement of any intention to effect any transaction transactions specified in clause (a) or (b). 5 7.3 In addition to the restrictions on transfer described in Section 7.1, Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.View More
Lock-Up Period. 7.1. (a) Transfer Restrictions. The Subscriber Purchaser agrees that it shall not Transfer any Securities Private Placement Shares until 30 days following the consummation of the Business Combination; Combination (or earlier in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's shareholders having the right to exchange their ordinary shares for cash, securities or other property); provided, how...ever, that Transfers of Securities Private Placement Shares are permitted (a) to the Company's officers Company's, or directors, any affiliate or family member of any of the Company's Innovative International Sponsor I LLC's, officers or directors or any affiliate affiliate, officer or director of Subscriber the Purchaser or to any member(s) or partner(s) of Subscriber the Purchaser or any of their its affiliates; (b) in the case of an individual, by gift to a member of such individual's immediate immediately family or to a trust, the beneficiary of which is a member of such individual's immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations relation order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants Private Placement Shares were originally purchased; (f) in the event of the Company's liquidation prior to the completion of the Business Combination; or (g) by virtue of the laws of the country state of incorporation or formation of Subscriber the Purchaser or Subscriber's limited liability company the Purchaser's operating agreement upon dissolution of Subscriber or (h) in the event of the Company's liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; Purchaser; provided, however, that in the case of clauses (a) through (e) or and (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. (b) Transfer Defined. For purposes of Section 7.1, 8, the term "Transfer" shall mean (a) the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder with respect to, any of the Securities, Private Placement Shares, (b) entry into any swap or other arrangement that transfers transfer to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, Private Placement Shares, whether any such transaction is to be settled by delivery of such Securities, Private Placement Shares, in cash or otherwise, or (c) public announcement of any intention to effect any transaction transactions specified in clause (a) or (b). 5 7.3 In addition to the restrictions on transfer described in Section 7.1, Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.View More
