Lock-Up Clause Example with 23 Variations from Business Contracts

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. 1 Parent. (b) In furtherance of the foregoing, the Company Parent will (i) place an irrevocable stop order on all shares of Parent Common Stock issuable to it as Per Share Merger Consideration which are Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company's Parent'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 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. 1 (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 with respect to the Lock-up Shares, shall mean the period commencing on the Closing Date (as determined in accordance with the Merger Agreement) and ending expiring at 5:00 p.m. (Eastern time) 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 six-month anniversary date 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. 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) six (6) 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 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. 1 (b) Purchaser. The foregoing sentence shall not apply to the transfer of any or all of the Lock-up Shares owned by the Holder (i) by gift, will or intestate succession upon the death of the Holder, (ii) to any Permitted Transferee (defined below), or (iii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (i), (ii) or (iii) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Lock-up Shares subject to the provisions of this Agreement applicable to the Holder, and there shall be no further transfer of such Lock-up Shares except in accordance with this Agreement. In furtherance of the foregoing, the Company Purchaser will (i) place an irrevocable stop order on all shares of Purchaser Common Stock 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) (a) For purposes of this Agreement, "Lock-up Shares" refers to the shares of Purchaser Common Stock beneficially owned by the Holder as specified on the signature page hereto, together with any shares of Purchaser Common Stock acquired during the Lock-up Period, but excluding the shares of Purchaser Common Stock acquired from the open market. (b) 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) (c) For purpose of this Agreement, the "Lock-up Period" means with respect to the Lock-up Shares, the a period commencing on of 180 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 Merger Agreement. (d) For purposes of 1933, as amended) or to this Agreement, the estates of any of term "Permitted Transferee" shall mean: (i) the foregoing; (2) transfers by bona fide gift to a member members of the Holder's immediate family (for purposes of this Agreement, "immediate family" shall mean with respect to any natural person, any of the following: such person's spouse, the siblings of such person and his or to a trust, her spouse, and the beneficiary direct descendants and ascendants (including adopted and step children and parents) of which is such person and his or her spouses and siblings), (ii) any trust for the direct or indirect benefit of the Holder or a member the immediate family of the Holder's immediate family for Holder, (iii) if the Holder is a trust, to the trustor or beneficiary of such trust or to the estate planning purposes; (3) of a beneficiary of such trust, (iv) if the Holder is a corporation, limited liability company, partnership or other entity, its partners, shareholders, members of, or owners of similar equity interests in the Holder by virtue way of distribution upon the liquidation and dissolution of the laws of descent and distribution upon death Holder or (v) any affiliate 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. Holder. View More

Lock-Up. (a) 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-up Shares, whether any of these transac...tions 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) 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 Effective at the Closing, and subject to Section 1(b) below, during the Lock-up Period (as defined below), Period, the Holder irrevocably agrees that it such Holder will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), 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 conseque...nces of ownership of such Lock-up the 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) In furtherance of the foregoing, during the Lock-up Period, the Company will (i) place an irrevocable stop order on all Lock-up the 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 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 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) earlier of (i) 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 and (ii) the consummation of such Change of Control, all Lock-up Shares shall be released from a Surviving Pubco Sale after 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. Closing Date. 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), 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 Purchaser (any of the Company. 1 foregoing, a "Prohibited Transfer"). (b) In furtherance of the foregoing, the Company Purchaser 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 Purchaser' 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"), 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) 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 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

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 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 Lock-Up Shares, whether any of these tra...nsactions are to be settled by delivery of any such Lock-up 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) 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, 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 the avoidance of doubt, nothing in this Agreement, Agreement restricts the ability of the Holder to exercise a right to vote attached to, or to dispose of, any SPAC Shares or PlayUp Shares. (e) The "Lock-up Period" means with respect to the Lock-up Shares, the period commencing beginning 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 one-year anniversary 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. Date. View More

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 arrangements 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, arrangements, or engage in any Short Sales (as defined below) in Section 3) with respect to any security of the Company. 1 PubCo (these actions, collectively, "Transfer"). (b) In furtherance of the foregoing, the Company PubCo 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 PubCo'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 PubCo'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 (i) with respect to 50% of the Lock-up Shares, the period commencing on the Closing Date and ending on the earlier of (x) the date that is six (6) months thereafter and (y) the date on which the closing price of the PubCo Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Closing, and (ii) with respect to the remaining 50% of 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 Transfer or distributions to the Holder's current or former general or limited partners, managers 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 Transfer 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) by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement, 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. Agreement. 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 PubCo and the Company's PubCo's subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company PubCo 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 PubCo 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

Lock-Up. (a) During a.During the Lock-up Period (as defined below), each Stockholder that is a member of the Holder Sponsor Group irrevocably agrees that it will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), Covered 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 Covered Shares, whether any of these transactions are to be settled by delivery of any such Lock-up Covered 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 (each action, 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 "Transfer"). b.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 non-U.S. broker dealers or foreign regulated brokers. (d) For c.For purpose of this Agreement, the "Lock-up Period" means with respect to the Lock-up Covered Shares, the period commencing on the Closing Date and ending on the date that is twenty four (24) nine (9) months thereafter. The 7 d.The restrictions set forth herein in this Section 6 shall not apply to: (1) transfers or distributions to the Holder's Stockholder's current or former general or limited partners, managers 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 Stockholder's immediate family or to a trust, the beneficiary of which is the Holder Stockholder or a member of the Holder's Stockholder's immediate family for estate planning purposes; (3) by virtue of the laws of descent and distribution upon death of the Holder; or Stockholder; (4) pursuant to a qualified domestic relations order, in each case where such any permitted transferee agrees enters into a written agreement with the Company agreeing to be bound by the terms transfer restrictions in this Section 6 and the other restrictions contained in this Agreement, or (5) transfers pursuant to those certain put and call agreements entered into by and between the Stockholders, the Company and certain other parties as of this Agreement in writing, in form and substance reasonably satisfactory to Parent. In the date hereof. e.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 Covered 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 any Person(s) 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. f.During the 30 days after the Closing Date, each Stockholder agrees that it shall not Transfer any Company Warrant (or any Company Ordinary Shares issued or issuable upon the exercise of the Company Warrants). View More

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 Parent (these actions, collectively, "Transfer"). (b) In furtherance of the foregoing, the Company Parent will (i) place an irrevocable stop order on all Lock-up Shares, including those which that 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 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 "Lock-up Period" means with respect to the Lock-up Shares, the period commencing on at the Closing Date Effective Time and ending on the date that is twenty four (24) six months thereafter. after the date on which the Effective Time occurs. The restrictions set forth herein shall not apply to: (1) transfers Transfers or distributions to the Holder's current or former general or limited partners, managers 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; amended); (2) transfers 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; or to a charitable organization; (3) by virtue of the laws of descent and distribution upon death of the Holder; (4) by operation of law or (4) pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (5) Transfers to a partnership, limited liability company or other entity of which the Holder and/or the Holder's immediate family are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (6) in each the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; and (7) the entry, by the Holder, at any time after the effective time of the Merger, of any trading plan providing for the sale of Parent Common Stock by the Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of any Parent Common Stock during the Lock-up Period and no public announcement or filing is voluntarily made or required to be made regarding such plan during the Lock-up Period; in the case of clauses (1) through (6) where such transferee agrees to be bound in writing by the terms of this Agreement in writing, in form and substance reasonably satisfactory to Parent. Agreement. 2 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 Parent and the Company's subsidiaries Parent's Subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company Parent 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 Parent 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