Common use of Covenants of the Selling Shareholders Clause in Contracts

Covenants of the Selling Shareholders. Each Selling Shareholder further covenants and agrees with each Underwriter: (a) Agreement Not to Offer or Sell Additional Securities. Such Selling Shareholder will not, during the Lock-Up Period, make a disposition of Securities (as defined in Exhibit A hereto) now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to dispositions of Common Shares acquired on the open market or (iv) with the prior written consent of FleetBoston Xxxxxxxxx Xxxxxxxx Inc. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such person except in compliance with this restriction. (b) Delivery of Forms W-8 and W-9. To deliver to the Representatives prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if such Selling Shareholder is a non-United States person) or Form W-9 (if such Selling Shareholder is a United States Person).

Covenants of the Selling Shareholders. Each Selling Shareholder further covenants and agrees with each Underwriter: (a) Agreement Not to Offer or Sell Additional Securities. Such Selling Shareholder will not, during the Lock-Up Period, make a disposition of Securities (as defined in Exhibit A hereto) now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to dispositions of Common Shares acquired on the open market or (iv) with the prior written consent of FleetBoston BancBoston Xxxxxxxxx Xxxxxxxx Inc. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such person except in compliance with this restriction. (b) Delivery of Forms W-8 and W-9. To deliver to the Representatives prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if such Selling Shareholder is a non-United States person) or Form W-9 (if such Selling Shareholder is a United States Person).

Covenants of the Selling Shareholders. Each Selling Shareholder further covenants and agrees with each Underwriter: (a) Agreement Not to Offer or Sell Additional Securities. Such Selling Shareholder will not, during the Lock-Up up Period, make a disposition of Securities any Common Shares (as defined in Exhibit A heretoother than the Common Shares to be sold pursuant to the Prospectus), any options or warrants to purchase any Common Shares or any securities convertible into or exchangeable for Common Shares (collectively, "Securities") now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to dispositions of Common Shares acquired on the open market or (iv) with the prior written consent of FleetBoston BancBoston Xxxxxxxxx Xxxxxxxx Inc. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of the Company's Securities during the Lock-Up up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such person except in compliance with this restriction. (b) Delivery of Forms W-8 and W-9. To deliver to the Representatives prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if such the Selling Shareholder is a non-United States person) or Form W-9 (if such the Selling Shareholder is a United States Person).

Covenants of the Selling Shareholders. Each Selling Shareholder ------------------------------------- further covenants and agrees with each Underwriter: (a) Agreement Not to Offer or Sell Additional Securities. Such Selling Shareholder will not, during the Lock-Up Period, make a disposition of Securities (as defined in Exhibit A hereto) now owned or hereafter acquired --------- directly by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees in writing to be bound by this restriction, and provided further that any such transfer will not involve a disposition for value, (iii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iiiiv) with respect to dispositions sales or purchases of Common Shares Stock acquired on the open market or (ivv) with the prior written consent of FleetBoston Xxxxxxxxx Xxxxxxxx Inc. Xxxxxxxx. For the purposes of this paragraph, "immediate family" will mean any relationship by blood, marriage or adoption, not more remote than first cousin. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has Selling Shareholder also agreed agrees and consented consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such person Selling Shareholder except in compliance with this restriction. (b) Delivery of Forms W-8 and W-9. To deliver to the Representatives prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if such the Selling Shareholder is a non-United States person) or Form W-9 (if such the Selling Shareholder is a United States Person).

Covenants of the Selling Shareholders. Each Selling Shareholder further covenants and agrees with each Underwriter: (ai) Agreement Not to Offer or Sell Additional SecuritiesAGREEMENT NOT TO OFFER OR SELL ADDITIONAL SECURITIES. Such Principal Selling Shareholder will not, during the Lock-Up Period, make a disposition of Securities securities (as defined in Exhibit AS DEFINED IN EXHIBIT A heretoHERETO) now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (ia) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (iib) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iiic) with respect to dispositions of Common Shares acquired on the open market or (ivd) with the prior written consent of FleetBoston Xxxxxxxxx Xxxxxxxx Inc. & Xxxxx LLC. The foregoing restriction has been expressly agreed to preclude the holder of the Securities such securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities securities during the Lock-Up Period, even if such Securities securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securitiessecurities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities securities held by such person except in compliance with this restriction. (bii) Delivery of Forms DELIVERY OF FORMS W-8 and AND W-9. To deliver to the Representatives Representative prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if such the Selling Shareholder is a non-United States person) or Form W-9 (if such the Selling Shareholder is a United States Person).

Covenants of the Selling Shareholders. Each Selling Shareholder further covenants and agrees with each Underwriter: (a) Agreement Not to Offer or Sell Additional Securities. Such Selling Shareholder will not, during the Lock-Up Period, make a disposition of Securities (as defined in Exhibit A hereto) now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (i) as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction, (ii) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (iii) with respect to dispositions of Common Shares acquired on the open market or (iv) with the prior written consent of FleetBoston Xxxxxxxxx Xxxxxxxx Inc. BancBoston Robexxxxx Xxxpxxxx Xxx. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such person except in compliance with this restriction. (b) Delivery of Forms W-8 and W-9. To deliver to the Representatives prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if such Selling Shareholder is a non-United States person) or Form W-9 (if such Selling Shareholder is a United States Person).transfer

Covenants of the Selling Shareholders. Each Selling Shareholder further covenants and agrees with each Underwriter: (a) Agreement Not to Offer or Sell Additional Securities. Such During the period of 120 days from the date of the Prospectus, such Selling Shareholder will not, during directly or indirectly, without your prior written consent, issue, sell, offer, agree to sell, grant any option or contract for the Lock-Up Periodsale of, pledge, make a disposition of Securities (as defined in Exhibit A hereto) now owned or hereafter acquired directly by such person or any short sale of, maintain any short position with respect to, establish or maintain a “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with respect to, enter into any swap, derivative transaction or other arrangement (whether any such transaction is to which such person has be settled by delivery of Common Stock, other securities, cash or hereafter acquires other consideration) that transfers to another, in whole or in part, any of the power economic consequences of dispositionownership, or otherwise dispose of any shares of capital stock of the Company (or any securities convertible into, exercisable for or exchangeable for capital stock of the Company or interest therein or any capital stock of the Company’s subsidiary), other than (i) as a bona fide gift or giftssuch Selling Shareholder’s sale of Shares hereunder, provided the donee or donees thereof agree in writing to be bound by this restriction, and (ii) as a distribution bona fide gifts to partners family members, or shareholders of such persontrusts or other entities for the benefit thereof, provided that the distributees thereof which family members or trusts or other entities agree in writing to be bound by the terms provisions of this restriction, (iii) with respect to dispositions of Common Shares acquired on the open market or (iv) with the prior written consent of FleetBoston Xxxxxxxxx Xxxxxxxx Inc. The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Securities. Furthermore, such person has also agreed and consented to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Securities held by such person except in compliance with this restrictionparagraph 6(a). (b) Delivery of Forms W-8 and W-9. To deliver to the Representatives Such Selling Shareholder will not distribute, prior to the First later of the Additional Closing Date and the completion of the Underwriters’ distribution of the Shares, any offering material in connection with the offering and sale of the Shares, other than a preliminary prospectus, the Prospectus or the Registration Statement. (c) Such Selling Shareholder will deliver to you prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if such the Selling Shareholder is a non-United States person) or Form W-9 (if such the Selling Shareholder is a United States Personperson). (d) Such Selling Shareholder will advise you promptly, and if requested by you, confirm such advice in writing, so long as delivery of a Prospectus relating to the Shares by an underwriter or dealer may be required under the Act, of (i) any material adverse change or any development involving a material adverse change in the business, prospects, properties, operations, condition (financial or other), shareholders’ equity or results of operations of the Company and its subsidiary, taken as a whole, (ii) any material change in information in the Registration Statement and the Prospectus relating to such Selling Shareholder, or (iii) any new material information relating to the Company and its subsidiary, or relating to any matter stated in the Registration Statement and the Prospectus, in each case, which comes to the attention of such Selling Shareholder and suggests that the Registration Statement or Prospectus (as then amended or supplemented) contains an untrue statement of material fact or omits to state a material fact or a fact necessary in order to make the statements therein (i) in the case of the Registration Statement, not misleading, or (ii) in the case of the Prospectus, in light of the circumstances under which they were made, not misleading. You, on behalf of the several Underwriters, may, in your sole discretion, waive in writing the performance by any Selling Shareholder of any one or more of the foregoing covenants, or extend the time for their performance.