Common use of Covenants of the Selling Stockholder Clause in Contracts

Covenants of the Selling Stockholder. In further consideration of the agreements of the Underwriters herein contained, the Selling Stockholder covenants to each Underwriter as follows: (a) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time. (b) To do or perform all things reasonably required to be done or performed by the Selling Stockholder before the Closing Date or the Option Closing Date, as the case may be, to satisfy all conditions precedent to the delivery of the Shares to be sold by the Selling Stockholder to the Underwriters pursuant to this Agreement. (c) Except as stated in this Agreement and in the Prospectus, to not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (d) To advise you promptly, and if requested by you, to confirm such advice in writing, within the period of time referred to in Section 5(e) hereof, of any change in information relating to the Selling Stockholder or any new information relating to the Selling Stockholder stated in the Prospectus or any amendment or supplement thereto which comes to the attention of the Selling Stockholder that suggests that any statement made in the Registration Statement or the Prospectus (as then amended or supplemented, if amended or supplemented) is or may be untrue in any material respect or that the Registration Statement or Prospectus (as then amended or supplemented, if amended or supplemented) omits or may omit to state a material fact or a fact necessary to be stated therein in order to make the statements therein not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in order to comply with the Securities Act and the Rules and Regulations or any other law. (e) Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the Underwriters and by dealers under the state securities or blue sky laws of such jurisdictions as you may request, to continue such qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary to effect such registration or qualification; provided, however, that the Selling Stockholder shall not be required to qualify as a foreign corporation or to take any action that would subject it to service of process in suits other than as to matters relating to the offer and sale of the Shares or subject itself to taxation in respect of doing business in any jurisdiction where it is not now subject.

Covenants of the Selling Stockholder. In further consideration of the agreements of the Underwriters herein contained, the The Selling Stockholder covenants to each with the Underwriter as follows: (a) To cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time. (b) To do or perform all things reasonably required to be done or performed by the The Selling Stockholder before the Closing Date or the Option Closing Date, as the case may be, to satisfy all conditions precedent to the delivery of the Shares to be sold by the Selling Stockholder to the Underwriters pursuant to this Agreement. (c) Except as stated in this Agreement and in the Prospectus, to will not take, directly or indirectly, any action designed to to, that would constitute or that might reasonably be expected to cause or result in in, stabilization or manipulation of the price of the Common Stock Stock. (b) On or before the date hereof, the Selling Stockholder shall execute and deliver to facilitate the sale Underwriter a customary “lock-up” agreement, in substantially the form set forth in Exhibit C. (c) The Selling Stockholder will not, directly or resale indirectly, use the proceeds of the Sharesoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (d) To advise you promptly, and if requested by you, to confirm such advice in writing, within the period of time referred to in Section 5(e) hereof, of any change in information relating The Selling Stockholder will deliver to the Selling Stockholder or any new information relating Underwriter prior to the Selling Stockholder stated Closing Date a properly completed and executed Internal Revenue Service Form W-9 (or other applicable form or statement specified by the Treasury regulations in the Prospectus or any amendment or supplement thereto which comes to the attention of the Selling Stockholder that suggests that any statement made in the Registration Statement or the Prospectus (as then amended or supplemented, if amended or supplemented) is or may be untrue in any material respect or that the Registration Statement or Prospectus (as then amended or supplemented, if amended or supplemented) omits or may omit to state a material fact or a fact necessary to be stated therein in order to make the statements therein not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented, if amended or supplementedlieu thereof) in order to comply facilitate the Underwriter’s documentation of their compliance with the Securities reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act and of 1982 with respect to the Rules and Regulations or any other lawtransactions herein contemplated. (e) Prior The Selling Stockholder will deliver to any public offering the Underwriter, on or prior to the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Shares, Selling Stockholder undertakes to cooperate with you and counsel for provide such additional supporting documentation as the Underwriters Underwriter may reasonably request in connection with the registration or qualification verification of the Shares for offer and sale by the Underwriters and by dealers under the state securities or blue sky laws of such jurisdictions as you may request, to continue such qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary to effect such registration or qualification; provided, however, that the Selling Stockholder shall not be required to qualify as a foreign corporation or to take any action that would subject it to service of process in suits other than as to matters relating to the offer and sale of the Shares or subject itself to taxation in respect of doing business in any jurisdiction where it is not now subjectforegoing Certification.

Covenants of the Selling Stockholder. In further consideration of the agreements of the Underwriters herein contained, the The Selling Stockholder covenants to each Underwriter and agrees with the several Underwriters and the Company as follows: (a) To If the effective time of the Registration Statement is not prior to the execution and delivery of this Agreement, the Selling Stockholder will cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time; and the Selling Stockholder will do and perform all things to be done and performed by the Selling Stockholder prior to each Closing Date, pursuant to this Agreement or the Custody Agreement. (b) To do or perform all things reasonably required to be done or performed by the The Selling Stockholder before agrees to deliver to the Custodian on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable substitute form or statement specified by Treasury Department regulations in lieu thereof). (c) The Selling Stockholder will pay all federal and other taxes, if any, on the Option Closing Date, as the case may be, to satisfy all conditions precedent to the delivery transfer or sale of the Shares to be being sold by the Selling Stockholder to the Underwriters pursuant to this AgreementUnderwriters. (cd) Except as stated in this Agreement and in For a period of 120 days after the date of the Prospectus, the Selling Stockholder will not, without the prior written consent of Xxxxxx Gull, directly or indirectly, offer, sell, transfer, or pledge, contract to not takesell, transfer or pledge or cause or in any way permit to be sold, transferred, pledged or otherwise disposed of any: (i) shares of Common Stock; (ii) rights to purchase shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the Selling Stockholder in accordance with the rules and regulations of the Commission and shares of Common Stock that may be issued upon exercise of a stock option, warrant or other convertible security); or (iii) securities that are convertible or exchangeable into shares of Common Stock. For a period of one year after the date of the Prospectus, the Selling Stockholder will not, without the prior written consent of Xxxxxx Gull, exercise or cause to be exercised, directly or indirectly, any action designed rights to or that might reasonably be expected to cause or result in stabilization or manipulation initiate the registration of the price of the Common Stock to facilitate under the sale Act or resale of the Shares. (d) To advise you promptly, and if requested by you, to confirm such advice in writing, within the period of time referred to in Section 5(e) hereof, of any change in information relating to the Selling Stockholder or any new information relating to the Selling Stockholder stated in the Prospectus or any amendment or supplement thereto which comes to the attention of the Selling Stockholder that suggests that any statement made in the Registration Statement or the Prospectus (as then amended or supplemented, if amended or supplemented) is or may be untrue in any material respect or that the Registration Statement or Prospectus (as then amended or supplemented, if amended or supplemented) omits or may omit to state a material fact or a fact necessary to be stated therein in order to make the statements therein not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in order to comply with the Securities Act and the Rules and Regulations or any other lawBlue Sky Laws. (e) Prior to The Selling Stockholder will furnish any public offering of documents, instruments or other information which the Shares, to cooperate with you and counsel for the Underwriters Representatives may reasonably request in connection with the registration or qualification sale and transfer of the Shares for offer and sale by the Underwriters and by dealers under the state securities or blue sky laws of such jurisdictions as you may request, to continue such qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary to effect such registration or qualification; provided, however, that the Selling Stockholder shall not be required to qualify as a foreign corporation or to take any action that would subject it to service of process in suits other than as to matters relating to the offer and sale of the Shares or subject itself to taxation in respect of doing business in any jurisdiction where it is not now subjectUnderwriters.

Covenants of the Selling Stockholder. In further consideration of the agreements of the Underwriters herein contained, the The Selling Stockholder covenants to and agrees with the Company and each Underwriter as follows: (a) To cooperate For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “TIC Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Stock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the extent necessary registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or (4) publicly disclose the intention to cause do any of the Registration Statement or foregoing, in each case without the prior written consent of the Company and Barclays Capital Inc., on behalf of the Underwriters. Notwithstanding the foregoing, the Selling Stockholder may transfer its Common Stock during the TIC Lock-Up Period without the prior written consent of the Company and Barclays Capital Inc. (i) in connection with the disposition of any post-effective amendment thereto to become effective at Common Stock acquired, after the earliest possible time. (b) To do or perform all things reasonably required to be done or performed completion of this offering, by the Selling Stockholder before in open market transactions, provided that such transfers are not required to be reported in any public report or filing with the Closing Date Commission and the Selling Stockholder does not otherwise voluntarily effect any public filing or report regarding such transfers during the Option Closing DateTIC Lock-Up Period, as the case may be, to satisfy all conditions precedent (ii) to the delivery Company, pursuant to any right or obligation of the Shares Company to repurchase shares from the Selling Stockholder, including the Concurrent Stock Repurchase, or (iii) to the Selling Stockholder’s direct or indirect affiliates (as defined in Rule 12b-2 of the Exchange Act), including, without limitation, its direct and indirect stockholders, its direct and indirect subsidiaries, or to any investment fund or other entity controlled or managed by, or under the common control or management with, the Selling Stockholder, provided that such affiliate, stockholder, subsidiary, investment fund or other entity agrees to be sold bound in writing by the restrictions set forth in this Section 6(a) and such transfers are not required to be reported in any public report or filing with the Commission and the Selling Stockholder does not otherwise voluntarily effect any public filing or report regarding such transfers. For the avoidance of doubt, the restrictions set forth in this Section 6(a) shall not apply to the sale of Firm Stock or Option Stock by the Selling Stockholder to the Underwriters pursuant to this Agreement. (cb) Except as stated This restrictions set forth in this Agreement and in Section 6(a) shall automatically terminate upon the Prospectus, to not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation termination of the price Underwriting Agreement before the sale of the Common any Stock to facilitate the sale or resale of the SharesUnderwriters. (dc) To advise you promptly, and if requested by you, to confirm such advice in writing, within the period of time referred to in Section 5(e) hereof, of any change in information relating to Neither the Selling Stockholder or nor any new information relating to the Selling Stockholder stated in the Prospectus or any amendment or supplement thereto which comes to the attention person acting on behalf of the Selling Stockholder that suggests that (other than, if applicable, the Company and the Underwriters) shall use or refer to any statement made in the Registration Statement or the Prospectus “free writing prospectus” (as then amended or supplementeddefined in Rule 405), if amended or supplemented) is or may be untrue in any material respect or that the Registration Statement or Prospectus (as then amended or supplemented, if amended or supplemented) omits or may omit to state a material fact or a fact necessary to be stated therein in order to make the statements therein not misleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in order to comply with the Securities Act and the Rules and Regulations or any other law. (e) Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the Underwriters and by dealers under the state securities or blue sky laws of such jurisdictions as you may request, to continue such qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary to effect such registration or qualification; provided, however, that the Selling Stockholder shall not be required to qualify as a foreign corporation or to take any action that would subject it to service of process in suits other than as to matters relating to the offer and sale Stock unless it has or shall have obtained the prior written consent of the Shares or subject itself to taxation in respect of doing business in any jurisdiction where it is not now subjectCompany and the Representatives.

Covenants of the Selling Stockholder. In further consideration of the agreements of the Underwriters herein contained, the The Selling ------------------------------------ Stockholder covenants to each Underwriter and agrees with the several Underwriters and the Company as follows: (a) To If the effective time of the Registration Statement is not prior to the execution and delivery of this Agreement, the Selling Stockholder will cooperate to the extent necessary to cause the Registration Statement or any post-effective amendment thereto to become effective at the earliest possible time; and the Selling Stockholder will do and perform all things to be done and performed by the Selling Stockholder prior to each Closing Date, as prescribed pursuant to this Agreement or the Power of Attorney and the Custody Agreement. (b) To do or perform all things reasonably required to be done or performed by the The Selling Stockholder before agrees to deliver to the Custodian on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable substitute form or statement specified by Treasury Department regulations in lieu thereof). (c) The Selling Stockholder will pay all federal and other taxes, if any, on the Option Closing Date, as the case may be, to satisfy all conditions precedent to the delivery transfer or sale of the Shares to be being sold by the Selling Stockholder to the Underwriters pursuant to this AgreementUnderwriters. (cd) Except as stated in this Agreement and in The Selling Stockholder hereby agrees that the Prospectus, to not takeSelling Stockholder will not, directly or indirectly, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any action designed rights with respect to (collectively, a "Disposition") any shares of Common Stock, any options or that might reasonably be expected warrants to cause or result in stabilization or manipulation purchase any shares of the price of the Common Stock to facilitate the sale or resale any securities convertible into or exchangeable for shares of the Shares. Common Stock (dcollectively, "Securities") To advise you promptly, and if requested now owned or hereafter acquired directly by you, to confirm such advice in writing, within the period of time referred to in Section 5(e) hereof, of any change in information relating to the Selling Stockholder or any new information relating with respect to which the Selling Stockholder stated 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 the Prospectus writing to be bound by this restriction, (ii) as a distribution to partners or any amendment or supplement thereto which comes to the attention shareholders of the Selling Stockholder Stockholder, provided that suggests that any statement made the distributees thereof agree in writing to be bound by the Registration Statement terms of this restriction, (iii) with respect to Dispositions of Common Stock acquired on the open market, (iv) with respect to sales or purchases of Common Stock acquired on the Prospectus open market or (as then amended or supplementedv) with the prior written consent of Xxxxx, if amended or supplemented) is or may be untrue for a period commencing on the date hereof and continuing to a date 180 days after the date of the final prospectus for the Offering (the "Lock-up Period"). The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any material 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. The Selling Stockholder also agrees and consents to the Registration Statement or Prospectus (as then amended or supplemented, if amended or supplemented) omits or may omit to state a material fact or a fact necessary to be stated therein in order to make the statements therein not misleading in any material respect, or entry of the necessity to amend or supplement the Prospectus (as then amended or supplemented, if amended or supplemented) in order to comply stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities Act and held by the Rules and Regulations or any other lawSelling Stockholder except in compliance with the foregoing restrictions. (e) Prior to The Selling Stockholder will furnish any public offering of documents, instruments or other information which the Shares, to cooperate with you and counsel for the Underwriters Representatives may reasonably request in connection with the registration or qualification sale and transfer of the Shares for offer and sale by the Underwriters and by dealers under the state securities or blue sky laws of such jurisdictions as you may request, to continue such qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary to effect such registration or qualification; provided, however, that the Selling Stockholder shall not be required to qualify as a foreign corporation or to take any action that would subject it to service of process in suits other than as to matters relating to the offer and sale of the Shares or subject itself to taxation in respect of doing business in any jurisdiction where it is not now subjectUnderwriters.