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. 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 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. 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 Subscriber, or any affiliate affiliates of Subscriber or to any member(s) the Subscriber, as well as affiliates of Subscr...iber or any of their affiliates; (b) such members and funds and accounts advised by such members; (ii) in the case of an individual, by gift to a member of such the individual's immediate family or to a trust, the beneficiary of which is a member of such 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 State of incorporation Delaware or formation of Subscriber or the Subscriber's limited liability company agreement upon dissolution of Subscriber the Subscriber; or (h) (viii) 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 completion of the Business Combination; Combination, provided, however, that in the case of clauses (a) (i) through (e) (v) or (g), (vii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained 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 (ii). 7 8. Terms of the Private Placement Warrants. 8.1 The Private Placement Warrants are substantially identical to the warrants included in the units to be offered in the IPO except that: (i) the Private Placement Warrants and Warrant Shares are subject to the transfer restrictions on transfer described in Section 7.1, 7 hereof, (ii) the Private Placement Warrants will be non-redeemable and may be exercisable on a "cashless" basis if held by a Subscriber acknowledges or its permitted transferees, as further described in the Warrant Agreement, and agrees that (iii) the Units Private Placement Warrants and their component parts Warrant Shares 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 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 restrictions described above 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. clause (i) have 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 Subscriber, or any affiliate affiliates of Subscriber or to any member(s) the Subscriber, as well as affiliates of Subscr...iber or any of their affiliates; (b) such members and funds and accounts advised by such members; (ii) in the case of an individual, by gift to a member of such the individual's immediate family or to a trust, the beneficiary of which is a member of such 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 State of incorporation Delaware or formation of Subscriber or the Subscriber's limited liability company agreement upon dissolution of Subscriber the Subscriber; or (h) (viii) 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 completion of the Business Combination; Combination, provided, however, that in the case of clauses (a) (i) through (e) (v) or (g), (vii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained 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 and are substantially identical to the related registration rights will units to 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 offered in the IPO except that: (i) the Private Placement 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 "cashless" basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement, and (iii) the Private Placement 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 bona fide officers or partners restrictions described above in clause (i) have expired. 8.2 The 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, the 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 Private Shares owned by the transactions contemplated hereby. 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 (c) FINRA Matters. In addition to the transfer restrictions on transfer described in Section 7.1, Subscriber 8(a), the Purchaser acknowledges and agrees that the Units and their component parts Private Placement Shares and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, ("FINRA"). 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, 5110(e)(1), the Units and their component parts and the related registration rights Private Placement Shares 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 during the 180 day period of 180 days immediately following the date of effectiveness or commencement of sales of the offering except to any underwriter or selected dealer participating in the IPO. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement Public Offering and the transactions contemplated hereby. officers or partners, registered persons or affiliates of the undersigned and of any such participating underwriter or selected dealer participating in the Public Offering. 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 (c) FINRA Matters. In addition to the transfer restrictions on transfer described in Section 7.1, Subscriber 8(a), the Purchaser acknowledges and agrees that the Units and their component parts Private Placement Shares and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore, ("FINRA"). 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, 5110(e)(1), the Units and their component parts and the related registration rights Private Placement Shares 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 during the 180 day period of 180 days immediately following the date of effectiveness or commencement of sales of the offering except to any underwriter or selected dealer participating in the IPO. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement Public Offering and the transactions contemplated hereby. officers or partners, registered persons or affiliates of the undersigned and of any such participating underwriter or selected dealer participating in the Public Offering. View More
Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 thirty (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 Marblegate Acquisition LLC (the "Sponsor"), or Subscriber's officers, directors or direct or indirect equityholders, (b) to an affiliate or immediate family member of any of the Company's officers or directors of the Company or Subscriber ...(c) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of Subscriber or to any member(s) a member of Subscriber or any of their affiliates; (b) in the case of an individual, Sponsor, (d) by gift to a member any permitted transferee under any of such individual's immediate family or to the immediately preceding subsections (a) through (c), a trust, the beneficiary beneficiaries of which is a member are one or more permitted transferees under any of such individual's immediate family, an affiliate of such individual the immediately preceding subsections (a) through (c), or to a charitable organization; (c) in the case of an individual, organization, (e) by virtue of laws of descent and distribution upon death of such individual; (d) in any of the case Company's officers or directors, the Sponsor, or members of an individual, the Sponsor, or any officers, directors or direct or indirect equityholders of Subscriber, (f) 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) order, (g) in the event of the Company's any liquidation prior to the completion consummation of the Company's initial Business Combination; (g) Combination, and (h) by virtue of the laws of Delaware, the state of incorporation or formation of Subscriber or Subscriber's Sponsor's limited liability company agreement upon dissolution of the Sponsor or the organizational documents of Subscriber or (h) in the event upon dissolution 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; Subscriber; provided, however, that in the case of clauses (a) through (e) or (g), (f), and (h), 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 one hundred eighty (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 one hundred eighty (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. The Subscriber agrees that it shall not Transfer any Securities until 30 thirty (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 Marblegate Acquisition LLC (the "Sponsor"), or Subscriber's officers, directors or direct or indirect equityholders, (b) to an affiliate or immediate family member of any of the Company's officers or directors of the Company or Subscriber ...(c) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of Subscriber or to any member(s) a member of Subscriber or any of their affiliates; (b) in the case of an individual, Sponsor, (d) by gift to a member any permitted transferee under any of such individual's immediate family or to the immediately preceding subsections (a) through (c), a trust, the beneficiary beneficiaries of which is a member are one or more permitted transferees under any of such individual's immediate family, an affiliate of such individual the immediately preceding subsections (a) through (c), or to a charitable organization; (c) in the case of an individual, organization, (e) by virtue of laws of descent and distribution upon death of such individual; (d) in any of the case Company's officers or directors, the Sponsor, or members of an individual, the Sponsor, or any officers, directors or direct or indirect equityholders of Subscriber, (f) 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) order, (g) in the event of the Company's any liquidation prior to the completion consummation of the Company's initial Business Combination; (g) Combination, and (h) by virtue of the laws of Delaware, the state of incorporation or formation of Subscriber or Subscriber's Sponsor's limited liability company agreement upon dissolution of the Sponsor or the organizational documents of Subscriber or (h) in the event upon dissolution 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; Subscriber; provided, however, that in the case of clauses (a) through (e) or (g), (f), and (h), 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 one hundred eighty (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 one hundred eighty (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. The Each 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 affiliate...s; (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 a Subscriber, to such 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 such 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. 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 (ii). 7.3. In addition to the restrictions on transfer described in Section 7.1, each Subscriber acknowledges and agrees that the Private Placement 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 Private Placement 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 Placement 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. 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) the Company's sponsor, as well as affili...ates of Subscriber or any of their affiliates; (b) such members and funds and accounts advised by such members; (ii) in the case of an individual, by gift to a member of such the individual's immediate family or to a trust, the beneficiary of which is a member of such 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 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; (viii) in the case of the Subscriber, to the Subscriber's affiliates or (h) any entity controlled by the Subscriber; or (ix) 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 completion of the Business Combination; Combination, 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 and other restrictions contained 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 (ii). 7 7.3 In addition to the restrictions on transfer described in Section 7.1, the Subscriber acknowledges and agrees that the Private Placement 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 Placement Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day 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 Placement 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. 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 (ii). 7 7.3 In addition to the restrictions on transfer described in Section 7.1, Subscriber acknowledges and agrees that the Private Placement 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 Placement 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 Placement 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
