Lock-Up Period Clause Example from Business Contracts
This example Lock-Up Period clause appears in
6 contracts
from
3 companies
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 (i) to the Company's officers or directors, any affiliates or family members of any of the Company's officers or directors, any members of the Company's sponsor, or any affiliates of the Company's sponsor; (ii) in the case of an individual, by gift to a member of one of the members of the individual...'s immediate family or to a trust, the beneficiary of which is a member of one of the individual's immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (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; (vi) in the event of the Company's liquidation prior to the completion of the Business Combination; (vii) by virtue of the laws of Delaware or Company's sponsor's limited liability company agreement upon dissolution of the Company's sponsor; or (viii) in the case of Subscriber, to Subscriber's affiliates or any entity controlled by Subscriber, provided, however, that in the case of clauses (i) through (v), (vii) or (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 (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, (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 (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).View More
