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Contract analysis / draft-lockup-selling-shareholder.docx
draft-lockup-selling-shareholder.docx
1032-00003 · 17 clauses
High · 3 Medium · 5 Standard · 0
Section 1. Definitions
Section 1. Definitions As used in this Lock-Up Letter, the following terms shall have the meanings set forth below: "Lock-Up Period" means the period beginning on the date of the final prospectus relating to the Offering, as filed with the SEC pursuant to Rule 424(b) under the Securities Act (such date, the "Pricing Date," which is currently targeted for on or about July 1, 2026), and continuing through and including
Section 2. Lock-Up Restrictions Medium
⚑ Assignment / subcontracting
Section 2. Lock-Up Restrictions During the Lock-Up Period, the undersigned agrees that it will not, without the prior written consent of the Representative, directly or indirectly: (a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of any Lock-Up Securities, or any interest therein; (b) enter into any swap, hedge, forward, future, cap, col
Section 3. Permitted Exceptions Medium
⚑ Forum / governing law
Section 3. Permitted Exceptions Notwithstanding the restrictions set forth in Section 2 of this Lock-Up Letter, the undersigned may effect the following transactions without the prior written consent of the Representative: (a) Transfers Pursuant to the Underwriting Agreement. The sale of Ordinary Shares (in the form of ADSs) by the undersigned in the Offering pursuant to and in accordance with the terms of the Underw
Section 4. Representative's Consent; Waiver
Section 4. Representative's Consent; Waiver The Representative may, in its sole and absolute discretion, at any time and from time to time during the Lock-Up Period, release all or any portion of the Lock-Up Securities from the restrictions set forth in Section 2 of this Lock-Up Letter. Any such release or waiver shall be effective only if delivered in writing (including by email transmission to the undersigned's cou
Section 5. Stop Transfer Instructions
Section 5. Stop Transfer Instructions The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's share registrar, the Depositary (Meridian Trust Company, N.A.), the transfer agent (Crestfield Transfer Services Inc.), and/or any other applicable custodian or nominee holder, against the transfer of any Lock-Up Securities during the Lock-Up Period, except in compliance with
Section 6. Representations and Warranties of the Undersigned Medium
⚑ Forum / governing law
Section 6. Representations and Warranties of the Undersigned The undersigned hereby represents and warrants to the Representative and each of the Underwriters as follows: (a) Power and Authority. The undersigned has full corporate or other organizational power and authority to execute, deliver, and perform its obligations under this Lock-Up Letter. The execution, delivery, and performance of this Lock-Up Letter have
Section 7. No Additional Shares
Section 7. No Additional Shares During the Lock-Up Period, the undersigned agrees that it will not acquire, directly or indirectly, any additional Ordinary Shares of the Company or ADSs, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs, whether through open market purchases, privately negotiated transactions, or otherwise, except for Ordinary Shares or ADSs that may be rec
Section 8. Specific Performance; Remedies High
⚑ Non-compete / exclusivity restraint
Section 8. Specific Performance; Remedies The undersigned acknowledges and agrees that (a) the Representative and each of the Underwriters would suffer irreparable harm in the event of any breach or threatened breach by the undersigned of any of the terms, conditions, or obligations set forth in this Lock-Up Letter, (b) monetary damages alone would not constitute an adequate remedy for any such breach or threatened b
Section 9. Governing Law and Jurisdiction High
⚑ Non-compete / exclusivity restraint
Section 9. Governing Law and Jurisdiction This Lock-Up Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such state, without regard to the conflict-of-laws principles thereof that would result in the application of the laws of any other jurisdiction. The undersigned hereby irrevocably and unco
Section 10. Termination
Section 10. Termination This Lock-Up Letter shall automatically terminate, and be of no further force or effect, upon the earliest to occur of the following: (a) the expiration of the Lock-Up Period (i.e., the date that is one hundred and eighty (180) calendar days after the Pricing Date); (b) written notice delivered by the Company to the Representative that the Company has determined not to proceed with the Offerin
Section 11. Miscellaneous Provisions Medium
⚑ Forum / governing law
Section 11. Miscellaneous Provisions 11.1 Entire Agreement. This Lock-Up Letter constitutes the entire agreement between the undersigned, on the one hand, and the Representative, on the other hand, with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, whether written or oral, relating to the subjec
1. During the remainder of the Lock-Up Period, the undersigned will not, without the prio
1. During the remainder of the Lock-Up Period, the undersigned will not, without the prior written consent of the Representative, directly or indirectly: (a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of any of the Transferred Securities, or any interest therein; (b) enter into any swap, hedge, or other arrangement that transfers to an
2. The undersigned is entitled to the same permitted exceptions set forth in Section 3 of
2. The undersigned is entitled to the same permitted exceptions set forth in Section 3 of the Original Lock-Up Letter, subject to the same conditions (including the requirement that any subsequent permitted transferee execute and deliver a lock-up letter in the form of this letter).
3. The undersigned represents and warrants that (a) the undersigned has full power and au
3. The undersigned represents and warrants that (a) the undersigned has full power and authority to execute and deliver this letter and to perform its obligations hereunder, (b) this letter has been duly executed and delivered and constitutes a valid and binding obligation of the undersigned, enforceable in accordance with its terms, and (c) the execution, delivery, and performance of this letter will not conflict wi
4. The undersigned acknowledges and agrees that the Representative and each of the Underw
4. The undersigned acknowledges and agrees that the Representative and each of the Underwriters would be irreparably harmed by any breach of this letter and that the Representative and the Underwriters shall be entitled to seek specific performance, injunctive relief, or other equitable remedies without the necessity of proving actual damages or posting any bond, in addition to any other remedies available at law or
5. This letter shall be governed by and construed in accordance with the laws of the Stat High
⚑ Non-compete / exclusivity restraint
5. This letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The undersigned irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, New York, for any suit, action, or proceeding arising out of or relating to this letter, and irrevocably waives
6. WAIVER OF JURY TRIAL. THE UNDERSIGNED HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, T Medium
⚑ Forum / governing law
6. WAIVER OF JURY TRIAL. THE UNDERSIGNED HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER. This letter shall terminate upon the expiration of the Lock-Up Period or upon the earlier termination of the Original Lock-Up Letter in accordance with Section 10 there