Lock-Up Period Clause Example from Business Contracts

Lock-Up Period. 7.1. Each Subscriber acknowledges that the Securities 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 date hereof, by and among the Company, GigAcquisitions5, LLC, a Delaware limited liability company, and the Subscribers, which Insider Letter shall be substantially in the form filed as an exhibit to the Registration Statement. 7.2. In addition to the restriction...s 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(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(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 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 "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 Private Shares owned by such Subscriber in connection with such stockholder approval. View More