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Lock-Up Period
Lock-Up Period contract clause examples
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Lock-Up. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any officer or director that is a party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms of such Lock-Up Agreement.

Lock-Up. Lilly agrees that it will hold and will not, directly or indirectly, without Precision’s prior approval, sell, transfer or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired or with respect to which Lilly now has or hereafter acquires beneficial ownership or the power of disposition (the “Lock-Up Securities”), or otherwise make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of the Lock-Up Securities (any such transaction, a “Transfer”), until the nine-month anniversary of the Closing Date (the “Holding Period”); provided, however, that the foregoing shall not prohibit # Lilly from transferring any Lock-Up Securities to # a Permitted Transferee or # Precision and # the disposition of Lock-Up Securities pursuant to any # merger, consolidation or similar transaction to which Precision is a constituent corporation or # a bona fide tender offer or exchange offer to be made to all of the holders of Common Stock by a Person other than Lilly (or any of its Affiliates or any Person acting on behalf of or as part of a group or in concert with Lilly or any of its Affiliates); provided, further, that, in the event Precision enters into any definitive agreement with a Third Party during the Holding Period contemplating a # Change of Control pursuant to a merger, consolidation or similar transaction to which Precision is a constituent corporation or # tender offer or exchange offer to be made to all of the holders of Common Stock by a Third Party (other than a Third Party acting on behalf of or as part of a group or in concert with Lilly) then the restrictions on the Lock-Up Securities automatically shall be terminated and of no further force or effect.

Lock-Up. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up

Lock-Up. The Subscriber acknowledges that the Shares will be subject to lock-up provisions contained in the Insider Letter.

Lock-up. Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lockup”) contained in the Insider Letter. Pursuant to the Insider Letter, and subject to the exceptions contained therein, Subscriber will agree not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares until the earlier to occur of: # one year after the completion of the Company’s initial business combination or # 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 stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the 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 Company’s initial business combination, or # if the Company consummates a transaction after its initial business combination which results in its stockholders having the right to exchange their shares for cash or property, the Shares will be released from the Lock-up.

Lock-Up. The Investor hereby agrees that it will not, without the prior written consent of the Company, during the Lock-up Period, # lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Investor or are thereafter acquired) or # enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in [clause (i) or (ii) above] is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. For purposes of this Section 5.1, “Lock-up Period” means # if the Second Closing occurs, the period commencing on the date of the filing of the Prospectus Supplement and ending on the date that is ninety (90) days after the date of the Second Closing and # if the Second Closing does not occur, the earlier of # the date on which the Company ceases all research and development (including clinical development) of [[Unknown Identifier]] or # June 30, 2020.

Lock-Up. During the Restricted Term, without the prior approval of a majority of the Company’s Board of Directors, the Investor shall not, and shall cause its Affiliates not to, Dispose of # any of the Purchased Shares or any Ordinary Shares beneficially owned by any Standstill Party as of the date of this Agreement, together with any Ordinary Shares issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, and # any Ordinary Shares issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the Ordinary Shares described in [clause (x)] of this sentence; provided, however, that the foregoing shall not prohibit the Investor from transferring Registrable Securities to a Permitted Transferee in accordance with and subject to the terms of [Section 2.9].

Lock-Up Agreement. The Participant agrees that in the event the Company proposes to offer for sale to the public any of its equity securities and such Participant is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an agreement restricting the sale or other transfer of shares, then it will promptly sign such agreement and will not transfer, whether in privately negotiated transactions or to the public in open market transactions or otherwise, any Ordinary Shares or other securities of the Company held by the Participant during such period as is determined by the Company and the underwriters, not to exceed 180 days following the closing of the offering, plus such additional period of time as may be required to comply with NASD Rule 2711 or similar rules thereto (such period, the “Lock-Up Period”). Such agreement shall be in writing and in form and substance reasonably satisfactory to the Company and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the Participant has signed such an agreement, the Company may impose stop-transfer instructions with respect to the Ordinary Shares or other securities of the Company subject to the foregoing restrictions until the end of the Lock-Up Period.

Lock-Up Agreement. The Company shall enforce the terms of the Lock-Up Agreement and not agree to any amendment to, or modification of, the Lock-Up Agreement absent the prior written consent of the Placement Agent.

Lock-up Agreements. At the date of this Agreement, the Representative shall have received an agreement substantially in the form of [Exhibit C] hereto signed by the persons listed on [Schedule C] hereto.

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