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 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. 4.1. Restrictive Legends. Any certificates representing the Shares or the Class A Shares underlying the Private Placement Warrants shall have endorsed thereon legends substantially as follows: follows (and any book-entries representing the Shares shall have similar notations): "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED PLEDGED, HYPOTHECATED 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." 8 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN A LOCKUP LETTER AGREEMENT WITH BATTERY FUTURE ACQUISITION CORP. (THE "COMPANY") (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. IN VIOLATION OF SUCH RESTRICTIONS." 4.2. Additional Shares Securities 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 Founder 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 Securities subject to this Section 5 4.2 or into which such Shares Securities thereby become convertible shall immediately be subject to the terms of 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 class of Shares Securities 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. 4. 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 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. 4.1. Restrictive Legends. Any certificates representing the Shares or the Class A Shares underlying the Private Placement Warrants shall have endorsed thereon legends substantially as follows: follows (and any book-entries representing the Shares shall have similar notations): "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED 8 PLEDGED, HYPOTHECATED 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 HEREBY ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN A LOCKUP LETTER AGREEMENT WITH BATTERY FUTURE ACQUISITION CORP. (THE "COMPANY") (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP." 5.4. IN VIOLATION OF SUCH RESTRICTIONS." 4.2. Additional Shares Securities 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 Founder 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 Securities subject to this Section 5 4.2 or into which such Shares Securities thereby become convertible shall immediately be subject to the terms of 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 class of Shares Securities 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. 4. 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 among the Sponsor, the Seller, the Purchaser, byNordic Holdings, LLC, byNordic Holdings II, LLC and certain individual officers and directors of the Company, Subscriber Seller, the Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any pa...rt of the Private 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 Private Shares proposed to be transferred shall then be effective or (b) the Company Seller has received an opinion from counsel reasonably satisfactory to the Company, Seller, 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. 4 5.2. Lock-up. Subscriber Purchaser acknowledges that the Securities Private Shares will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any certificates representing the Private 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." Upon the written request of the Purchaser, the Seller shall agree to coordinate with the Purchaser to remove, or cause its transfer agent to remove, any restrictive legend or other transfer restriction from any Private Shares that are registered for resale pursuant to an effective registration statement or are no longer subject to the contractual lock-up set forth in the Insider Letter. 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 the Private Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's Seller's outstanding Private 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 Private Shares subject to this Section 5 or into which such Private 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 Private Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber Purchaser acknowledges that the Private 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 Amended and Restated Registration Rights Agreement, dated as of February 8, 2022 (the "Registration Rights Agreement"), by and among the closing of Seller, the IPO. Purchaser, byNordic Holdings II, LLC, Water by Nordic AB and the additional parties identified therein. 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 among the Sponsor, the Seller, the Purchaser, byNordic Holdings, LLC, byNordic Holdings II, LLC and certain individual officers and directors of the Company, Subscriber Seller, the Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any pa...rt of the Private 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 Private Shares proposed to be transferred shall then be effective or (b) the Company Seller has received an opinion from counsel reasonably satisfactory to the Company, Seller, 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 Purchaser acknowledges that the Securities Private Shares will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. 5.3. Restrictive Legends. Any certificates representing the Private 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 Upon the written request of the Purchaser, the Seller shall agree to coordinate with the Purchaser to remove, or cause its transfer agent to remove, any restrictive legend or other transfer restriction from any Private Shares that are registered for resale pursuant to an effective registration statement or are no longer subject to the contractual lock-up set forth in the Insider Letter. 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 the Private Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's Seller's outstanding Private 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 Private Shares subject to this Section 5 or into which such Private 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 Private Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber Purchaser acknowledges that the Private 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 Amended and Restated Registration Rights Agreement, dated as of [ ], 2021 (the "Registration Rights Agreement"), by and among the closing of Seller, the IPO. Purchaser, byNordic Holdings II, LLC, Water by Nordic AB and the additional parties identified therein. 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 and the Company, Each Subscriber agrees not to, except to an affiliate of such Subscriber, sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares Warrants 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 Warrants 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. 4.2 Restrictive Legends. Any All certificates representing the Shares Warrants shall have endorsed thereon legends substantially as follows: "THE SECURITIES REPRESENTED HEREBY HEREBY, AND THE SECURITIES ISSUABLE 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, COUNSEL FOR THE COMPANY, 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. 4.3 Registration Rights. Subscriber acknowledges Subscribers acknowledge that the Shares Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and the Common Stock underlying the Warrants 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 or otherwise. View More
Restrictions on Transfer. 5.1. 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 sec...urities 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. 5.2 Lock up. 5.2.1 Subscriber acknowledges hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Shares until the earlier to occur of (the "Share Lock up"): (a) one year after the completion of the Business Combination or (b) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Securities Company's stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, the Forward Purchase Shares and the shares underlying the Units will be subject released from the Share Lock up. 5.2.2 Subscriber hereby agrees not to lock-up provisions (the "Lock-up") contained sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Units, the shares of Class A Common Stock and warrants underlying the Units and the shares of Class A Common Stok issuable upon exercise of such warrants until 30 days after the completion of the Business Combination except for transfers to certain permitted transferees (as such term defined in the Insider Letter. 5.3. prospectus for the IPO). 5.3 Restrictive Legends. Any All certificates representing the Shares Securities 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, COUNSEL FOR THE COMPANY, IS AVAILABLE." 5 All certificates representing the Securities shall have endorsed thereon legends substantially as follows: "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. LOCKUP EXCEPT PURSUANT TO ITS TERMS." 5.4 Additional Shares Units 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, Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares Common Stock without receipt of consideration, consideration (other than those occurring at the time of the IPO in connection with a change in the size of the offering), any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares Securities subject to this Section 5 5.4 or into which such Shares Securities thereby become convertible shall immediately be subject to this Section 5 5.4 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 Securities subject to this Section 5 5.4 and Section 3. The Securities shall not be subject to forfeiture upon failure of the underwriters to exercise their over-allotment option in the IPO. 5.5. Registration Rights. FINRA Lock-up. The Subscriber acknowledges and agrees that the Shares are being purchased Securities will be deemed underwriting compensation by the Financial Industry Regulatory Authority ("FINRA") and, pursuant to an exemption from FINRA Rule 5110(e)(1), may not be sold during the registration requirements offering, or transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the Securities Act and will become freely tradable only after certain conditions are met securities for a period of 180 days immediately following the date of effectiveness or they are registered pursuant to a registration rights agreement to be entered into with commencement of sales in the Company prior to the closing of the IPO. IPO, except as provided in FINRA Rule 5110(e)(2). View More
Restrictions on Transfer. 5.1. 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 sec...urities 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. 5.2 Lock up. 5.2.1 Subscriber acknowledges hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Shares until the earlier to occur of (the "Share Lock up"): (a) one year after the completion of the Business Combination or (b) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Securities Company's stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, the Forward Purchase Shares and the shares underlying the Units will be subject released from the Share Lock up. 5.2.2 Subscriber hereby agrees not to lock-up provisions (the "Lock-up") contained sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Units, the shares of Class A Common Stock and warrants underlying the Units and the shares of Class A Common Stok issuable upon exercise of such warrants until 30 days after the completion of the Business Combination except for transfers to certain permitted transferees (as such term defined in the Insider Letter. 5.3. prospectus for the IPO). 5.3 Restrictive Legends. Any All certificates representing the Shares Securities 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, COUNSEL FOR THE COMPANY, IS AVAILABLE." All certificates representing the Securities shall have endorsed thereon legends substantially as follows: "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. LOCKUP EXCEPT PURSUANT TO ITS TERMS." 5.4 Additional Shares Units 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, Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares Common Stock without receipt of consideration, consideration (other than those occurring at the time of the IPO in connection with a change in the size of the offering), any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares Securities subject to this Section 5 5.4 or into which such Shares Securities thereby become convertible shall immediately be subject to this Section 5 5.4 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 Securities subject to this Section 5 5.4 and Section 3. The Securities shall not be subject to forfeiture upon failure of the underwriters to exercise their over-allotment option in the IPO. 5.5. Registration Rights. FINRA Lock-up. The Subscriber acknowledges and agrees that the Shares are being purchased Securities will be deemed underwriting compensation by the Financial Industry Regulatory Authority ("FINRA") and, pursuant to an exemption from FINRA Rule 5110(e)(1), may not be sold during the registration requirements offering, or transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the Securities Act and will become freely tradable only after certain conditions are met securities for a period of 180 days immediately following the date of effectiveness or they are registered pursuant to a registration rights agreement to be entered into with commencement of sales in the Company prior to the closing of the IPO. IPO, except as provided in FINRA Rule 5110(e)(2). View More
Restrictions on Transfer. 5.1. 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 sec...urities 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. 5.2 Lock up. 5.2.1 Subscriber acknowledges hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Forward Purchase Shares until the earlier to occur of (the "Share Lock up"): (a) one year after the completion of the Business Combination or (b) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Securities Company's stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, the Forward Purchase Shares and the shares underlying the Units will be subject released from the Share Lock up. 5.2.2 Subscriber hereby agrees not to lock-up provisions (the "Lock-up") contained sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Units, the shares of Class A Common Stock and warrants underlying the Units and the shares of Class A Common Stock issuable upon exercise of such warrants until 30 days after the completion of the Business Combination except for transfers to certain permitted transferees (as such term defined in the Insider Letter. 5.3. Warrant Agreement). 5.3 Restrictive Legends. Any All certificates representing the Shares Securities 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, COUNSEL FOR THE COMPANY, IS AVAILABLE." All certificates representing the Securities shall have endorsed thereon legends substantially as follows: "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. LOCKUP EXCEPT PURSUANT TO ITS TERMS." 5.4 Additional Shares Units 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, Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Shares Common Stock without receipt of consideration, consideration (other than those occurring at the time of the IPO in connection with a change in the size of the offering), any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares Securities subject to this Section 5 5.4 or into which such Shares Securities thereby become convertible shall immediately be subject to this Section 5 5.4 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 Securities subject to this Section 5 5.4 and Section 3. The Securities shall not be subject to forfeiture upon failure of the underwriters to exercise their over-allotment option in the IPO. 5.5. Registration Rights. FINRA Lock-up. The Subscriber acknowledges and agrees that the Shares are being purchased Securities will be deemed underwriting compensation by the Financial Industry Regulatory Authority ("FINRA") and, pursuant to an exemption from FINRA Rule 5110(e)(1), may not be sold during the registration requirements offering, or transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the Securities Act and will become freely tradable only after certain conditions are met securities for a period of 180 days immediately following the date of effectiveness or they are registered pursuant to a registration rights agreement to be entered into with commencement of sales in the Company prior to the closing of the IPO. IPO, except as provided in FINRA Rule 5110(e)(2). 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 on or prior to 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 Class B Ordinary 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 Class B Ordinary 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 Ordinary Shares will be subject to lock-up provisions (the "Lock-up") contained in the Insider Letter. Pursuant to the Insider Letter, Subscriber will agree (subject to certain exceptions) not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Ordinary Shares until the earlier to occur of: (A) one year after the completion of the Company's initial business combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after its initial business combination that results in all of its shareholders having the right to exchange their Ordinary Shares for ash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company's initial business combination, the Shares will be released from the Lock-up. 5.3. Restrictive Legends. Any certificates representing the Class B Ordinary 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." 4 "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 Class B Ordinary 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 Class B Ordinary Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding Class B Ordinary 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 Class B Ordinary Shares subject to this Section 5 or into which such Class B Ordinary 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 Class B Ordinary Shares subject to this Section 5 and Section 3. 5.5. Registration Rights. Subscriber acknowledges that the Class B Ordinary 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
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 " Insider Letter ") dated as of the closing of the IPO by and between Subscriber and the Company, Company and the escrow agreement between the Subscriber and the Company's transfer agent as escrow agent (commonly known as the " Escrow Agreement "), Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all o...r 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. 5.2. 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. 3 5.4. Escrow. The Subscriber 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 50% of such Shares 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 Shares exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the Consummation Date (as adjusted for share splits, share dividends, reorganizations and recapitalizations) while the remaining 50% of such Shares may not be released until the end of the one-year anniversary of the Consummation Date. 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. 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 Registration Rights Agreement (the "Registration Rights Agreement ") to be entered into with the Company prior to the closing of the IPO. View More
