Common use of Further Agreements of the Selling Shareholders Clause in Contracts

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees: (a) For a period of 90 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 and shares of Common Stock gifted provided that the recipient of such shares of Common Stock enters into a lock-up letter containing the provisions of this paragraph) or (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, in each case without the prior written consent of Xxxxxx Brothers Inc. (b) That the Stock to be sold by the Selling Shareholder hereunder, which is represented by the certificates held in custody for the Selling Shareholder, is subject to the interest of the Underwriters and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (c) To deliver to the Underwriters prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person.)

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees: (a) For a period of 90 180 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 and shares of Common Stock gifted provided that the recipient of such shares of Common Stock enters into a lock-up letter containing the provisions of this paragraphStock) or (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, in each case without the prior written consent of Xxxxxx Brothers Inc. (b) That the Stock to be sold by the Selling Shareholder hereunder, which is represented by the certificates held in custody for the Selling Shareholder, is subject to the interest of the Underwriters and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (c) To deliver to the Underwriters Representatives prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) person or Form W-9 (if the Selling Shareholder is a United States person.)

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees: (a) For a period of 90 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 Option Stock and 415,556, 205,555, 140,806 and 3,083 shares of Common Stock gifted provided that the recipient of such shares of Common Stock enters into a lock-up letter containing the provisions of this paragraphpurchased by ABS Capital Partners II, L.P. , Advent VII, L.P., Advent Atlantic and Pacific III, L.P. and T. A. Venture Investors Limited Partnership, respectively) or substantially similar securities or (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, in each case without the prior written consent of Xxxxxx Brothers Inc. (b) That the Option Stock to be sold by the such Selling Shareholder hereunder, which is represented by the certificates held in custody for the such Selling Shareholder, is subject to the interest of the Underwriters and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the such Selling Shareholder hereunder shall not be terminated by any act of the such Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (c) To deliver to the Underwriters Representatives prior to the First Second Delivery Date a properly completed and executed United States Treasury Department Form W-8 W- 8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person.)

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees: (a) For a period of 90 180 days from the date of the Prospectus, not to, directly or indirectly, (1i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 and shares of Common Stock gifted provided that the recipient of such shares of Common Stock enters into a lock-up letter containing the provisions of this paragraphShares) or (2ii) 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 (1i) or (2ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc. (b) That the Stock Shares to be sold by the Selling Shareholder hereunder, hereunder which is are represented by the certificates held in custody for the Selling Shareholder, is Shareholder are subject to the interest of the Underwriters and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (c) To deliver to the Underwriters Representatives prior to the First Delivery Date Date, a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person).)

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees: (a) For a period of 90 180 days from the date of the Prospectus, not to, directly or indirectly, (1i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 and shares of Common Stock gifted provided that the recipient of such shares of Common Stock enters into a lock-up letter containing the provisions of this paragraphStock) or (2ii) 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 (1i) or (2ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Lehman Brothers Inc. (b) That the Stock to be sold by the Selling Shareholder Sexxxxx Shareholders hereunder, which is represented by the certificates held in custody for the Selling ShareholderShareholders, is subject to the interest of the Underwriters and the other Selling Shareholders thereunderUnderwriters, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (c) To deliver to the Underwriters Representatives prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) person or Form W-9 (if the Selling Shareholder is a United States person).)

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees: (a) For a period Without the prior written consent of 90 days from the date Xxxxxx Brothers Inc. on behalf of the ProspectusRepresentatives, not toto offer, directly sell or indirectly, (1) offer grant any option for sale, sell, pledge the sale or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, to result in the disposition by any person at any time in the future of) (i) any shares of Common Stock or (ii) any securities convertible into or exchangeable exercisable for Common Stock (other than the Stock and shares of Common Stock gifted provided that the recipient of such shares of Common Stock enters into a lock-up letter containing the provisions of this paragraph) or (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, owned by such Selling Shareholder or with respect to which such Selling Shareholder has the power of disposition, whether any such transaction described in clause directly or indirectly (1collectively, the "Stock") or (2) above is for a period of 90 days subsequent to be settled by delivery the date of the Prospectus; provided, however, that if the market price of the Company's Common Stock increases 20% or other securitiesmore from the per share price at which the shares of Firm Stock are offered to the public on the date of the Prospectus, in cash or otherwise, in each case without the prior written consent Selling Shareholders may sell up to 50% of Xxxxxx Brothers Inc.their remaining shares after 45 days from the date of the Prospectus. (b) That the Stock to be sold by the Selling Shareholder hereunder, which is represented by the certificates held in custody for the Selling Shareholder, is subject to the interest of the Underwriters and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (c) To deliver to the Underwriters Representatives prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person).)

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees: (a) For a period of 90 180 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 and shares of Common Stock gifted provided that the recipient of such shares of Common Stock enters into a lock-up letter containing the provisions of this paragraphStock) or (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, in each case without the prior written consent of Xxxxxx Brothers Lehmxx Xxxthers Inc. (b) That the Stock Shares to be sold by the Selling Shareholder hereunder, hereunder which is are represented by the certificates held in custody for the Selling Shareholder, is are subject to the interest of the Underwriters and the other Selling Shareholders thereunderhereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event.; and (c) To deliver to the Underwriters Representatives prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person).)

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees: (a) For a period of 90 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 and shares of Common Stock gifted provided that the recipient of such shares of Common Stock enters into a lock-up letter containing the provisions of this paragraphStock) or (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, in each case without the prior written consent of Xxxxxx Brothers Inc. (b) That the Stock to be sold by the Selling Shareholder hereunder, which is represented by the certificates held in custody, or that will be held in custody upon the exercise of options on each Delivery Date, for the Selling Shareholder, is subject to the interest of the Underwriters and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (c) To deliver to the Underwriters Representatives prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person.)

Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees: (a) For a period of 90 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 and shares of Common Stock gifted provided that the recipient of such shares of Common Stock enters into a lock-up letter containing the provisions of this paragraphStock) or (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, in each case without the prior written consent of Xxxxxx Lehman Brothers Inc. (b) That the Stock to be sold by the Selling xxx Xxlling Shareholder hereunder, which is represented by the certificates held in custody for the Selling Shareholder, is subject to the interest of the Underwriters and the other Selling Shareholders thereunderUnderwriters, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (c) To deliver to the Underwriters Representative prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) person or Form W-9 (if the Selling Shareholder is a United States person).)