Lock-Up Clause Example with 23 Variations from Business Contracts
This page contains Lock-Up 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. (a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by... delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company. 1 (b) In furtherance of the foregoing, the Company will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Company's transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the "Lock-up Period" means with respect to the Lock-up Shares, the period commencing on the Closing Date and ending on the date that is twenty four (24) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder's immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to Parent. In addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A "Change of Control" means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.View More
Variations of a "Lock-Up" Clause from Business Contracts
Lock-Up. (a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that it that, except for (i) the Escrow Shares to be delivered to the Escrow Agent pursuant to the Share Exchange Agreement and the Escrow Agreement, (ii) as approved by the Board of the Purchaser, and (iii) the exceptions provided in Section 1. (c) hereof, it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), below)... (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company. 1 Purchaser (each a "Disposition"). (b) In furtherance of the foregoing, the Company Purchaser will (i) place an irrevocable stop order on all Closing Payment Shares which are Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's Purchaser's transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Company's Purchaser's transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) Notwithstanding Section 1. (a) and Section 1. (b) hereof, the restrictions set forth in Section 1. (a) hereof shall not apply to or restrict a Disposition by the Holder in connection with a transaction in which (i) any person or group shall have acquired or entered into a binding definitive agreement that has been approved by the board of directors of the Purchaser (or any duly constituted committee thereof) to acquire (1) more than 50% of the voting securities of the Purchaser or (2) assets of the Purchaser and the Company Group representing more than 50% of the consolidated earnings power of the Purchaser and the Company Group, taken as a whole, or (ii) any person shall have commenced a tender or exchange offer which, if consummated, would result in such person's acquisition of Beneficial Ownership (as defined below) of more than 50% of the voting securities of the Purchaser, and in connection therewith, the Purchaser files with the Commission (as defined below) a Schedule 14D-9 with respect to such offer that does not either (1) recommend that the Purchaser's shareholders reject such offer or (2) advise the Purchaser's shareholders that the board of directors is considering its response to the offer, or (iii) the Holder transfers its Lock-up Shares to an Affiliate of the Holder or to any direct or indirect shareholder of the Holder, or (iv) the Holder transfers its Lock-up Shares to another Person in a private transaction after six (6) months from the Closing Date; or (v) the Holders transfers its Lock-up Shares as a bona fide gift, provided, in the cases of (iii), (iv) and (v) that the transferee executes a lock-up agreement substantially the same as this Agreement, and provided further, in the case of (iv) that such Disposition shall be approved the Purchaser's board of directors. If the Purchaser commits a material breach of the Share Exchange Agreement prior to the Closing, this Agreement shall be terminated, and it shall not be binding upon the Holder from such termination date. (d) For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Act") and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) (e) For purpose of this Agreement, the agreement, "Lock-up Period" means with respect to the Lock-up Shares, the a period commencing on of 365 calendar days from the Closing Date and ending on the date that is twenty four (24) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder's immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms Share Exchange Agreement. (f) For purpose of this Agreement in writing, in form agreement, "Beneficial Ownership" means beneficial ownership as defined under Rule 13d-3 under the Exchange Act. 2 (g) For purpose of this agreement, "Commission" means the United States Securities and substance reasonably satisfactory to Parent. In addition, after Exchange Commission or any other federal agency at the Closing Date, if there is a Change of Control, then upon time administering the consummation of such Change of Control, all Lock-up Shares shall be released from Exchange Act, or other governmental agency administering the restrictions contained herein. A "Change of Control" means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results securities laws in the inability of jurisdiction in which the pre-transaction equity holders to designate Purchaser's securities are registered or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. being registered. View More
Lock-Up. (a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that it that, except for (i) the Escrow Shares to be delivered to the Escrow Agent pursuant to the Share Exchange Agreement and the Escrow Agreement, (ii) as approved by the Board of the Purchaser, and (iii) the exceptions provided in Section 1. (c) hereof, it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), below)... (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company. 1 Purchaser (each a "Disposition"). (b) In furtherance of the foregoing, the Company Purchaser will (i) place an irrevocable stop order on all Closing Payment Shares which are Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's Purchaser's transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Company's Purchaser's transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) Notwithstanding Section 1. (a) and Section 1. (b) hereof, the restrictions set forth in Section 1. (a) hereof shall not apply to or restrict a Disposition by the Holder in connection with a transaction in which (i) any person or group shall have acquired or entered into a binding definitive agreement that has been approved by the board of directors of the Purchaser (or any duly constituted committee thereof) to acquire (1) more than 50% of the voting securities of the Purchaser or (2) assets of the Purchaser and the Company Group representing more than 50% of the consolidated earnings power of the Purchaser and the Company Group, taken as a whole, or (ii) any person shall have commenced a tender or exchange offer which, if consummated, would result in such person's acquisition of Beneficial Ownership (as defined below) of more than 50% of the voting securities of the Purchaser, and in connection therewith, the Purchaser files with the Commission (as defined below) a Schedule 14D-9 with respect to such offer that does not either (1) recommend that the Purchaser's shareholders reject such offer or (2) advise the Purchaser's shareholders that the board of directors is considering its response to the offer, or (iii) the Holder transfers its Lock-up Shares to an Affiliate of the Holder or to any direct or indirect shareholder of the Holder, or (iv) the Holders transfers its Lock-up Shares as a bona fide gift, provided, in the cases of (iii) and (iv) that the transferee executes a lock-up agreement substantially the same as this Agreement. If the Purchaser commits a material breach of the Share Exchange Agreement prior to the Closing, this Agreement shall be terminated, and it shall not be binding upon the Holder from such termination date. (d) For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Act") and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) (e) For purpose of this Agreement, the agreement, "Lock-up Period" means with respect to the Lock-up Shares, the a period commencing on of 365 calendar days from the Closing Date and ending on the date that is twenty four (24) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder's immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms Share Exchange Agreement. (f) For purpose of this Agreement in writing, in form agreement, "Beneficial Ownership" means beneficial ownership as defined under Rule 13d-3 under the Exchange Act. 2 (g) For purpose of this agreement, "Commission" means the United States Securities and substance reasonably satisfactory to Parent. In addition, after Exchange Commission or any other federal agency at the Closing Date, if there is a Change of Control, then upon time administering the consummation of such Change of Control, all Lock-up Shares shall be released from Exchange Act, or other governmental agency administering the restrictions contained herein. A "Change of Control" means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results securities laws in the inability of jurisdiction in which the pre-transaction equity holders to designate Purchaser's securities are registered or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. being registered. View More
Lock-Up. (a) During Subject to Section 1(b) below, during the Lock-up Period (as defined below), Period, the Holder irrevocably Sponsor agrees that it it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such th...e Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company. 1 Lock-up Shares. (b) In furtherance of the foregoing, during the Company Lock-up Period, the Parent will (i) place an irrevocable a stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's Parent's transfer agent in writing of the stop order and the restrictions on such the Lock-up Shares under this Agreement and direct the Company's Parent's transfer agent not to process any attempts by the Holder Sponsor to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under of Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US non-U.S. broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the The term "Lock-up Period" means with respect to the Lock-up Shares, the period commencing on the Closing Date and ending on the date that is twenty four (24) six (6) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder's immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to Parent. In addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A "Change of Control" means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results Date (as defined in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. Merger Agreement). View More
Lock-Up. (a) During Subject to Section 1(b) below, during the Lock-up Period (as defined below), Period, the Holder irrevocably agrees that it it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such the Lock-u...p Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company. 1 Lock-up Shares. (b) In furtherance of the foregoing, during the Company Lock-up Period, the Parent will (i) place an irrevocable a stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's Parent's transfer agent in writing of the stop order and the restrictions on such the Lock-up Shares under this Agreement and direct the Company's Parent's transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under of Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US non-U.S. broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the The term "Lock-up Period" means with respect to the Lock-up Shares, the period commencing on the Closing Date and ending on the date that is twenty four (24) eleven (11) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder's immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to Parent. In addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A "Change of Control" means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results Date (as defined in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. Merger Agreement). View More
Lock-Up. (a) During Subject to Section 1(b) below, during the Lock-up Period (as defined below), Period, the Holder irrevocably agrees that it it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such the Lock-u...p Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company. 1 Lock-up Shares. (b) In furtherance of the foregoing, during the Company Lock-up Period, the Parent will (i) place an irrevocable a stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's Parent's transfer agent in writing of the stop order and the restrictions on such the Lock-up Shares under this Agreement and direct the Company's Parent's transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under of Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US non-U.S. broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the The term "Lock-up Period" means with respect to the Lock-up Shares, the period commencing on the Closing Date and ending on the date that is twenty four (24) twelve (12) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder's immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to Parent. In addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A "Change of Control" means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results Date (as defined in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. Merger Agreement). View More
Lock-Up. (a) During the Lock-up Period (as defined below), the Holder irrevocably agrees that it it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), below) (including any securities convertible into, or exchangeable for, or representing the rights to receive, Lock-up Shares), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in ...whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company. Purchaser; provided that if the Holder is the Chief Executive Officer of the Company, the Holder may offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, up to 500,000 of the Lock-up Shares (any such shares, "Transfer Shares") provided that the person acquiring such Transfer Shares shall sign and deliver to the Parent a resale lock-up agreement substantially in the form of this resale lock-up agreement and the lock-up period for such Transfer Shares shall be no shorter than the Lock-Up Period applicable to the Transfer Shares immediately prior to their transfer. 1 (b) In furtherance of the foregoing, the Company Purchaser will (i) place an irrevocable stop order on all Purchaser Merger Shares which are Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's Purchaser's stock transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Company's Purchaser's transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Act") and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the agreement, "Lock-up Period" means shall mean: (i) If the Holder is the Chief Executive Officer of the Company, a period commencing on the Closing Date (as determined in accordance with respect to the Lock-up Shares, Merger Agreement) and expiring on the first business day which is 365 calendar days from the Closing Date; or (ii) If the Holder is not included within the scope of clause (i) of this Section 1(d), a period commencing on the Closing Date and ending expiring on the date that is twenty four (24) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder's immediate family or to a trust, the beneficiary of first business day which is the Holder or a member of the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to Parent. In addition, after 180 calendar days from the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A "Change of Control" means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. Date. View More
Lock-Up. (a) During Subject to Section 1(b) below, during the Lock-up Period (as defined below), Period, the Holder irrevocably agrees that it it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such the Lock-u...p Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security securities of the Company. 1 (b) Notwithstanding Section 1(a) above, if the volume weighted average price of the shares of PGI Common Stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period, fifty percent (50%) of the Shares shall be released from the lock-up to the Holder. (c) In furtherance of the foregoing, during the Lock-up Period, the Company will (i) place an irrevocable a stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's transfer agent in writing of the stop order and the restrictions on such the Lock-up Shares under this Agreement and direct the Company's transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) (d) For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the (e) The term "Lock-up Period" means with respect means, subject to Section 1(b), the Lock-up Shares, the period commencing on the Closing Date and ending on earlier of (i) the date that is twenty four (24) twelve (12) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder's immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to Parent. In addition, after the Closing Date, if there is and (ii) if, subsequent to the Closing Date, such date on which the Company consummates a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A "Change of Control" means: (a) the sale of all liquidation, merger, stock exchange or substantially other similar transaction which results in all of Company's stockholders having the consolidated assets right to exchange their shares of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; PGI Common Stock for cash, securities or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. other property. View More
Lock-Up. (a) During Subject to Section 1(b) below, during the Lock-up Period (as defined below), Period, the Holder irrevocably agrees that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such the Lock-up Shares, whet...her any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security of the Company. 1 Lock-up Shares. (b) In furtherance of the foregoing, during the Company Lock-up Period, the Parent will (i) place an irrevocable a stop order on all the Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's Parent's transfer agent in writing of the stop order and the restrictions on such the Lock-up Shares under this Agreement and direct the Company's Parent's transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement. (c) For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the The term "Lock-up Period" means with respect to the Lock-up Shares, the period commencing on the Closing Date and ending on the date that is twenty four (24) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide gift to a member of the Holder's immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to Parent. In addition, one year after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A "Change of Control" means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. Date. View More
Lock-Up. (a) During Subject to Section 3 below, during the Lock-up Period (as defined below), Lock-Up Period, the Holder irrevocably agrees that it it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Lock-Up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of su...ch Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash the Lock-Up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security the Lock-Up Shares (any of the Company. 1 foregoing, a "Prohibited Transfer"). (b) In furtherance of the foregoing, during the Company Lock-Up Period, the Parent will (i) place an irrevocable a stop order on all Lock-up the Lock-Up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's Parent's transfer agent in writing of the stop order and the restrictions on such Lock-up the Lock-Up Shares under this Agreement and direct the Company's Parent's transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Lock-Up Shares, except in compliance with this Agreement. (c) For purposes hereof, "Short Sales" include, without limitation, include all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) For purpose of this Agreement, the "Lock-up The term "Lock-Up Period" means with respect to the Lock-up Shares, the period commencing on date from the Closing Date and ending on until the date that is twenty four (24) twelve (12) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to after the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any date of the foregoing; (2) transfers by bona fide gift to a member of Closing, or if sooner, the Holder's immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to Parent. In addition, date after the Closing Date, if there is on which Parent consummates a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A "Change of Control" means: (a) the sale of all liquidation, merger, share exchange or substantially all of the consolidated assets of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company other similar transaction with or into a third-party purchaser an unaffiliated third party that results in all of Parent's stockholders having the inability of the pre-transaction right to exchange their equity holders to designate holdings in Parent for cash, securities or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. other property. View More
Lock-Up. (a) During Subject to Section 3 below, during the Lock-up Period (as defined below), Lock-Up Period, the Holder irrevocably agrees that it it, he or she will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Lock-Up Shares (as defined below), herein), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of owners...hip of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash the Lock-Up Shares or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security the Lock-Up Shares (any of the Company. 1 foregoing, a "Prohibited Transfer"). (b) In furtherance of the foregoing, during the Lock-Up Period, the Company will (i) place an irrevocable a stop order on all Lock-up the Lock-Up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's transfer agent in writing of the stop order and the restrictions on such Lock-up the Lock-Up Shares under this Agreement and direct the Company's transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Lock-Up Shares, except in compliance with this Agreement. (c) For purposes hereof, "Short Sales" include, without limitation, include all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers. (d) The term "Lock-Up Period" means the date from the Closing until the earlier of (i) two years after the date of the Closing and (ii) the date on which the closing price of the Company Shares exceeds USD $12.50 for any 20 trading days within a 30-trading day period following the one-year anniversary of the Closing (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations). (e) For purpose purposes of this Agreement, the "Lock-up Period" "Lock-Up Shares" means with respect to the Lock-up Shares, the period commencing on the Closing Date and ending on the date that is twenty four (24) months thereafter. The restrictions set forth herein shall not apply to: (1) transfers or distributions to the Holder's current or former general or limited partners, or members, stockholders, other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers Company Shares held by bona fide gift to a member of the Holder's immediate family or to a trust, the beneficiary of which is the Holder or a member of at the Holder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or (4) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement in writing, in form and substance reasonably satisfactory to Parent. In addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A "Change of Control" means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company. Effective Time. View More
