Restrictions on Transfer Clause Example with 291 Variations from Business Contracts
This page contains Restrictions on Transfer 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.
Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with resp...ect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO.View More
Variations of a "Restrictions on Transfer" Clause from Business Contracts
Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition A. Investment Representations and Legend Requirements. The Grantee hereby makes the investment representations listed on Exhibit A to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated the Company as of the closing date of this Agreement, and agrees that such representations are incorporated into this Agreement by this reference, such that the Company may rely on them in issuing the S...hares. The Grantee understands and agrees that the Company shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the IPO Shares, together with any other legends that may be required by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate Company or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and by applicable state or federal securities laws with respect including legends relating to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE Company's Voting Trust Agreement and/or Lock-up Agreement: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 1933 (THE "ACT") AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, OR, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHTS OF FORFEITURE HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED COMMON STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A LOCKUP AND COPY OF WHICH MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING OBTAINED AT THE TERM PRINCIPAL OFFICE OF THE LOCKUP." 5.4. Additional ISSUER. SUCH TRANSFER RESTRICTIONS AND FORFEITURE RIGHTS ARE BINDING ON TRANSFEREES OF THESE SECURITIES. B. Stop-Transfer Notices. The Grantee agrees that to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 3 C. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, the Company's Voting Trust Agreement and Lock-up Agreement, if applicable or (ii) to treat as owner of such Shares or Substituted Securities. In to accord the event right to vote or pay dividends or distributions to any grantee or other transferee to whom such Shares shall have been transferred in violation of any of the declaration provisions of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting this Agreement, the Company's outstanding Voting Trust Agreement and Lock-up Agreement, if applicable. D. Unvested Shares. No Unvested Shares without receipt of consideration, nor any new, substituted or additional securities or other property which are by reason beneficial interest in any of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property Shares, shall be made to sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the number and/or class of Grantee. E. Vested Shares. No Vested Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from this Agreement, nor any beneficial interest in such Vested Shares, shall be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met Grantee or they are registered pursuant to a registration rights agreement to be entered into any subsequent transferee, except in compliance with the Company prior to terms and conditions of this Agreement, the closing of the IPO. Company's Voting Trust Agreement and Lock-up Agreement, if applicable. View More
Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition A. Investment Representations and Legend Requirements. The Grantee hereby makes the investment representations listed on Exhibit A to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated the Company as of the closing date of this Agreement, and agrees that such representations are incorporated into this Agreement by this reference, such that the Company may rely on them in issuing the S...hares. The Grantee understands and agrees that the Company shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the IPO Shares, together with any other legends that may be required by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate Company or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and by applicable state or federal securities laws with respect including legends relating to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE Company's Voting Agreement and/or Lock-up Agreement: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 1933 (THE "ACT") AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, OR, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. 3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHTS OF FORFEITURE HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED SECURITIES AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A LOCKUP AND COPY OF WHICH MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING OBTAINED AT THE TERM PRINCIPAL OFFICE OF THE LOCKUP." 5.4. Additional ISSUER. SUCH TRANSFER RESTRICTIONS AND FORFEITURE RIGHTS ARE BINDING ON TRANSFEREES OF THESE SECURITIES. B. Stop-Transfer Notices. The Grantee agrees that to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. C. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, the Company's Voting Agreement and Lock-up Agreement, if applicable or (ii) to treat as owner of such Shares or Substituted Securities. In to accord the event right to vote or pay dividends or distributions to any grantee or other transferee to whom such Shares shall have been transferred in violation of any of the declaration provisions of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting this Agreement, the Company's outstanding Voting Agreement and Lock-up Agreement, if applicable. D. Unvested Shares. No Unvested Shares without receipt of consideration, nor any new, substituted or additional securities or other property which are by reason beneficial interest in any of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property Shares, shall be made to sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the number and/or class of Grantee. E. Vested Shares. No Vested Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from this Agreement, nor any beneficial interest in such Vested Shares, shall be sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met Grantee or they are registered pursuant to a registration rights agreement to be entered into any subsequent transferee, except in compliance with the Company prior to terms and conditions of this Agreement, the closing of the IPO. Company's Voting Agreement and Lock-up Agreement, if applicable. View More
Restrictions on Transfer. 5.1. (a) Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber The Purchaser hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Units, Private Placement Warrants or the Purchaser Shares unless, prior thereto (a) thereto, (i) a registration... statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Forward Purchase Units, Private Placement Warrants, the Class A Common Stock underlying the Forward Purchase Warrants and the Private Placement Warrants and the Purchaser Shares proposed to be transferred shall then be effective or (b) (ii) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission SEC thereunder and with under all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any All certificates representing the Forward Purchase Units, Private Placement Warrants and the Purchaser Shares shall have endorsed thereon legends a legend substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. Additional (b) Founder Share Lock-Up. The Purchaser Shares or Substituted Securities. In held by the event Purchaser will be subject to the same transfer restrictions as the Founder Shares held by the Sponsor and the Purchaser agrees to enter into a letter agreement containing customary terms for transactions of the declaration of a share dividend, the declaration of an extraordinary dividend payable type contemplated by this Agreement, and in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization substantially similar to that entered into by the Sponsor, prior to or a similar transaction affecting on the Company's outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately IPO Closing. (c) Registration Rights. The Purchaser will be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made entitled to the number and/or class of Shares subject same registration rights as the Sponsor and agrees to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to enter into a registration rights agreement containing customary terms for transactions of the type contemplated by this Agreement, and in a form substantially similar to that entered into by the Sponsor, to be entered into with the Company signed prior to or on the closing date of the IPO. IPO Closing. View More
Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition A. Investment Representations and Legend Requirements. The Purchaser hereby makes the investment representations listed on Exhibit A to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated the Company as of the closing date of this Agreement and as of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of a...ll or any part date of the Shares unless, prior thereto (a) a registration statement Closing, and agrees that such representations are incorporated into this Agreement by this reference, such that the Company may rely on them in issuing the appropriate form under Shares. The Purchaser understands and agrees that the Securities Act and Company shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the Shares, together with any other legends that may be required by the Company or by applicable state or federal securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS 1933 (THE "ACT") AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, OR, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE SECURITIES COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A LOCKUP LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING OBTAINED AT THE TERM PRINCIPAL OFFICE OF THE LOCKUP." 5.4. Additional ISSUER. SUCH TRANSFER RESTRICTIONS, LOCK-UP PERIOD ARE BINDING ON TRANSFEREES OF THESE SHARES. B. Stop-Transfer Notices. The Purchaser agrees that to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. C. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or Substituted Securities. In to accord the event right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. D. Lock-Up Period. The Purchaser hereby agrees that the Purchaser shall not sell, offer, pledge, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or encumber, directly or indirectly, any Shares or other securities of the declaration Company, nor shall the Purchaser enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares or other securities of the Company, during the period from the filing of the first registration statement of the Company filed under the Securities Act of 1933, as amended (the "Securities Act"), that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of such registration statement (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The obligations described in this section shall not apply to a share dividend, registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the declaration future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Purchaser further agrees, if so requested by the Company or any representative of an extraordinary dividend payable its underwriters, to enter into such underwriter's standard form of "lockup" or "market standoff" agreement in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting satisfactory to the Company's outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of Company and such transaction distributed underwriter. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of any such restriction period. E. Restrictions on Shares. No Shares subject to this Section 5 or into which Agreement, nor any beneficial interest in such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property Shares, shall be made sold, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Purchaser, without the prior written consent of the Company until the earlier of (i) the date that the Company consummates its first sale of Common Stock of the Company to the number and/or class of Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered general public pursuant to a registration rights agreement to be entered into statement filed with and declared effective by the Company prior to Securities and Exchange Commission under the closing Securities Act of 1933, as amended, and (ii) the IPO. date that is sixty (60) days immediately following the first anniversary hereof. View More
Restrictions on Transfer. 5.1. (a) Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber The Purchaser hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Shares or the Founder Shares unless, prior thereto (a) (i) a registration statement on the appropriate form und...er the Securities Act and applicable state securities laws with respect to the Forward Purchase Shares and the Founder Shares proposed to be transferred shall then be effective or (b) (ii) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission SEC thereunder and with under all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any All certificates representing the Forward Purchase Shares and the Founder Shares shall have endorsed thereon legends a legend substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. Additional (b) Founder Share Lock-Up. The Founder Shares or Substituted Securities. In held by the event Purchaser will be subject to the same transfer restrictions as the Founder Shares held by the Sponsor and the Purchaser agrees to enter into a letter agreement containing customary terms for transactions of the declaration of a share dividend, the declaration of an extraordinary dividend payable type contemplated by this Agreement, and in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization substantially similar to that entered into by the Sponsor, prior to or a similar transaction affecting on the Company's outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately IPO Closing. (c) Registration Rights. The Purchaser will be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made entitled to the number and/or class of Shares subject same registration rights as the Sponsor and agrees to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to enter into a registration rights agreement containing customary terms for transactions of the type contemplated by this Agreement, and in a form substantially similar to that entered into by the Sponsor, to be entered into with the Company signed prior to or on the closing of the IPO. IPO Closing. View More
Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber The Purchaser hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Shares unless, prior thereto (a) (i) a registration statement on the appropriate form under the Securities Act and ...applicable state securities laws with respect to the Forward Purchase Shares proposed to be transferred shall then be effective or (b) (ii) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission SEC thereunder and with under all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any All certificates representing the Forward Purchase Shares shall have endorsed thereon legends a legend substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. Additional Shares or Substituted Securities. 9 In the event case of the declaration of a share dividend, the declaration of an extraordinary dividend payable Forward Purchase Shares delivered in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of book entry direct registration services form, such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible book entry shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made annotation as is appropriate give effect to the number and/or class of Shares subject to this Section 5 notice and Section 3. 5.5. restrictions contemplated by the foregoing legend. (b) Registration Rights. Subscriber acknowledges that The Purchaser will be entitled to the Shares are being purchased pursuant same registration rights as the Sponsor and agrees to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to enter into a registration rights agreement containing customary terms for transactions of the type contemplated by this Agreement, and in a form substantially similar to that entered into by the Sponsor, to be entered into with the Company signed prior to or on the closing of the IPO. Closing. View More
Restrictions on Transfer. 5.1. 6.1 Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities or Founder Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicabl...e state securities laws with respect to the Securities or Founder Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with under all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any All certificates representing the Securities and Founder Shares shall have endorsed thereon legends a legend substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. Additional 6.2 Lock up of Founder Shares. Subscriber acknowledges and agrees that the Founder Shares or Substituted Securities. In will be held in escrow pursuant to that certain Stock Escrow Agreement to be executed by the event Founder and Subscriber in connection with the IPO (the "Escrow Agreement"), the form of which is filed as an exhibit to the declaration of a share dividend, Registration Statement. Subscriber acknowledges that the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Founder Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately will be subject to this restrictions on transfer as set forth in the Escrow Agreement. The Founder Shares shall have endorsed thereon a legend, in addition to the legend set forth above in Section 5 and Section 3. Appropriate adjustments 6.1, substantially as follows to reflect the distribution existence of such the Escrow Agreement: "The sale of the securities or property shall be made represented by this certificate is restricted pursuant to the number and/or class terms of Shares subject to this Section 5 an Escrow Agreement between the company and Section 3. 5.5. the holder, a copy of which is available upon request." 6.3 Registration Rights. Subscriber acknowledges that the Securities and Founder Shares are being purchased or received, as the case may be, pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO. Registration Rights Agreement. View More
Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") by and between Buyer and the Company and the escrow agreement between the Buyer and the Company's transfer agent as escrow agent to be dated substantially in the form attached hereto (commonly known as of the "Escrow Agreement"), in each case to be entered into in connection with the closing of the IPO and in substantially the same form as the... corresponding agreements to be entered into by the Sponsor with respect to its Founder Shares, and between Subscriber otherwise in form and substance substantially similar to comparable agreements customarily and typically entered into in connection with the consummation of initial public offerings by special purpose acquisition companies comparable to the Company underwritten by EarlyBirdCapital, Inc. (provided that for the avoidance of doubt, Buyer shall not be obligated to indemnify or reimburse the Company, Subscriber any vendor to the Company or any other person, or otherwise incur any expense in connection with any obligations under the Insider Letter or the Escrow Agreement), Buyer agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A LOCKUP STOCK ESCROW AGREEMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. ESCROW AGREEMENT." 5.3. Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3. 5.5. 5.4. Escrow. The Buyer acknowledges that the Shares will be held in escrow pursuant to the Escrow Agreement. Pursuant to the Escrow Agreement, the Shares will be held in escrow and may not be released until the earlier of the one year anniversary of the date of the Company's initial business combination (the "Consummation Date") and the date on which the closing price of the Company's ordinary shares exceeds $12.50 per share for any 20 trading days within a 30-trading day period after the Consummation Date (as adjusted for share splits, share dividends, reorganizations and recapitalizations). Notwithstanding the foregoing, the Shares shall be immediately released from escrow if, subsequent to the Consummation Date, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company's shareholders having the right to exchange their shares of common stock for cash, securities or property. 6 5.5 Registration Rights. Subscriber Buyer acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement Registration Rights Agreement (the "Registration Rights Agreement") to be entered into with the Company prior to the closing of the IPO. View More
Restrictions on Transfer. 5.1. 4.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber the Sponsor and the Company, Subscriber Company (the "Insider Letter"), the Sponsor agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto unless and until (a) there is then in effect a registration sta...tement on the appropriate form under the Securities Act covering such sale, transfer, pledge, hypothecation or disposition and applicable state securities laws such sale, transfer, pledge, hypothecation or disposition is made in accordance with respect to the Shares proposed to be transferred shall then be effective such registration statement or (b) the Company has received an opinion from of counsel reasonably satisfactory to the Company, Company that such sale, transfer, pledge, hypothecation or disposition will not require the registration is not required because of the Shares under the Securities Act such transaction sale, transfer, pledge, hypothecation or disposition is exempt from registration under the Securities Act and the rules and regulations promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws. 5.2. Lock-up. Subscriber thereunder. 4.2. Lock-Up. The Sponsor acknowledges that the Securities Shares will be subject to the lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any certificates representing 4.3. Stop-Transfer Notices. The Sponsor agrees that, to ensure compliance with the restrictions referred to herein or any restrictions in the bylaws of the Company, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 4.4. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or any applicable provisions of the bylaws of the Company or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have endorsed thereon been so transferred. 4.5. Restrictive Legends. The Sponsor understands and agrees that the Company shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the Shares (or upon a notice of issuance of uncertificated stock, as follows: "THE applicable), together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE DISPOSED DURING COMPLIES WITH THE TERM ACT. THE SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING AS SET FORTH IN THE SECURITIES SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE LOCKUP." 5.4. COMPANY. SUCH TRANSFER RESTRICTIONS, INCLUDING THE LOCK-UP PERIOD, ARE BINDING ON TRANSFEREES OF THESE SHARES. 4.6. Additional Shares or Substituted Securities. In the event of the declaration of a share stock dividend, the declaration of an extraordinary a special dividend payable in a form other than Shares, shares of Common Stock, a spin-off, a share stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares Common Stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any the Shares subject to this Section 5 4 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. 4. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or or class of Shares subject to this Section 5 4. 4.7. Restrictions Binding on Transferees. All transferees of Shares or any interest therein shall receive and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the hold such Shares are being purchased pursuant or interest subject to an exemption from the registration requirements all of the Securities Act provisions of this Agreement and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to any applicable restrictions in the bylaws of the Company, and there shall be entered into no further transfer of such Shares except in accordance with the Company prior to terms of this Agreement and any applicable restrictions in the closing bylaws of the IPO. Company. View More
Restrictions on Transfer. 5.1. Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an "Insider Letter") to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securit...ies laws with respect to the Shares Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion from of counsel reasonably satisfactory to for the Company, Company that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with under all applicable state securities laws. 5.2. Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any All certificates representing the Shares Securities shall have endorsed thereon legends a legend substantially as follows: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. Additional Shares or Substituted Securities. In The Company agrees to cause its counsel to deliver an opinion to the event Company's transfer agent directing the removal of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect foregoing legends once able to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Shares are being purchased do so pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO. applicable securities laws. View More
