definiens: and and to add a definition of as follows : means the form of the lock - up Agreement which the Company Shareholders and thosePersons holding Company Rights will be required to execute with the Company and/or the Parentbefore receiving the shares of Parent Merger Stock issuable at the Effective Time, which Lock - Up Agreement shallrequire the Company Shareholders and Persons holding Company Rights to agree not to sell, pledge, hypothecate, borrow against, hedge, or otherwise transfer the economic incidents of ownership of the ParentMerger Stock received by them prior to December 31, 2011, except with respect to permitted transfers described inthe Lock - Up Agreement, the form of which will be provided by Parent to the Company . Notwithstanding theforegoing, executive and non - executive officers of the Company who receive Merger Stock or Parent stock in lieuof Company Rights, and executive and non - executive officers and employees of Parent at the time of the Merger, must sign Lock - Up Agreements covering the Merger Stock, and any other Parent shares of common stock or ParentRights owned by such persons prior to, or following, the Closing for a period through February 28, 2012