Common use of Market Standoff Provision Clause in Contracts

Market Standoff Provision. Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period ending 180 days after the date of the Prospectus (the "Restricted Period"), (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. Each Seller (except Coulter) hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)Thomxx Xxxxel Partners, it will not, during the period ending 180 90 days after the date xxxxx txx xxxe of the Prospectus (the "Restricted Period")Prospectus, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (ix) the Shares to be sold hereunder, (iiy) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus Prospectus, or (iiiz) transactions any issuance by any person other than the Company relating to of shares of Common Stock or other securities acquired in open market transactions after upon the completion exercise of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable any options issued under the Company's equity incentive plans in effect on 1997 Directors' Stock Option Plan, as amended, or the date hereof, Company's 1997 Incentive and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereofNonqualified Stock Option Plan. In addition, each Selling Stockholder Stockholder, agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Thomas Weisel Partners LLC, it will not, during the period ending 180 days after the 90 dxxx xxtxx xxx date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. Each Seller hereby agrees that, -------------------------- without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)Partners, it will not, during the period ending 180 90 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof or under the 2000 Employee Stock Purchase Plan, (C) the grant by the Company of which options to purchase shares of Common Stock, and the Underwriters have been advised in writing issuance of shares of Common Stock upon the exercise of such options, pursuant to the Company's 1997 Equity Incentive Plan, 2000 Equity Incentive Plan and which is described in the Prospectus or 2000 Non-Employees Directors plan, (iiiD) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also Shares or (xE) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale by the Company of Common Stock or securities convertible into or exchangeable for Common Stock in connection with mergers or the securities issuable under acquisition of securities, businesses, property or other assets; provided, however, that any such issuance shall not amount to more than 3% of the Company's equity incentive plans in effect on outstanding Common Stock as of the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereofthis Agreement. In addition, each Selling Stockholder Shareholder, agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLCPartners, it will not, during the period ending 180 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. Each Seller The Company and each Selling Shareholder hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)Thomas Weisel Partners, it will not, during the period ending 180 90 days after the date afxxx xxe xxxx of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a any security or note outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus Prospectus, (C) the issuance of shares of Common Stock or grant of options or other incentive awards pursuant to the Company's 1997 Stock Incentive Plan, as amended and restated, the Company's 1999 Employee Stock Purchase Plan, or the Company's Profit Sharing and 401(k) Plan or (iiiD) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder Shareholder, agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLCThomas Weisel Partners, it will not, during the period ending 180 90 days after the date afxxx xxe xxxx of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. Each Seller The Company hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)Thomas Weisel Partners, it will not, during the period ending 180 90 days after the date xxxxx txx xxxe of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be sold by the Company hereunder, (ii) shares of Common Stock issued upon the issuance exercise of outstanding options and warrants on the date of the Prospectus, (ii) shares of Common Stock issued, or options granted, under the Company's 1994 Stock Plan, 1996 Stock Plan, 1998 Stock Plan, 1999 Stock Plan, 2000 Stock Plan and 2002 Employee Stock Purchase Plan or (iv) up to an aggregate of 1,000,000 shares of Common Stock issued in connection with one or more acquisitions by the Company of assets, capital stock or businesses of unaffiliated persons or entities (whether by mergers, exchanges of stock or otherwise), or with the entering into of one or more collaboration agreements with unaffiliated entities, provided that, in the case of this clause (iv), each person or entity receiving any shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the any such acquisition or agreement shall enter into a letter agreement with transfer restrictive terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the (including a lock-up period ending 180 continuing for 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, ) equivalent to those set forth in the registration first sentence of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extensionparagraph.

Market Standoff Provision. Each Seller The Company hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)LLC, it will not, during the period ending 180 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which that is described in the Prospectus or Prospectus. In addition, during such period, the Company will not file any registration statement (iii) transactions by any person other than the Company relating to a Form S-8 registration statement filed in connection with shares of Common Stock received under a Company directors' and employees' stock plan, stock ownership plan, employment agreement or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (xdividend reinvestment plan) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, to the registration of any shares of Common Stock or any security securities convertible into or exercisable excercisable or exchangeable for Common Stock. Notwithstanding Stock without the foregoing, if (1) during the last eighteen (18) days prior written consent of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive(C) the award of options under the Company's stock plans in the ordinary course of business consistent with past practices that are not exercisable within 180 days from the date of the Prospectus or (D) the Company's issuance of shares of Common Stock in connection with any strategic partnership or other joint venture, in writing, provided that the terms of such extensionissuance contractually prohibit the resale or other disposition of such shares of Common Stock within 180 days from the date of the Prospectus.

Market Standoff Provision. Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)Thomas Weisel Partners, it will not, during the period ending 180 90 days after the date xxxxx txx xxxe of the Prospectus (the "Restricted Period")Prospectus, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (ix) the Shares to be sold hereunder, (iiy) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus Prospectus, or (iiiz) transactions any issuance by any person other than the Company relating to of shares of Common Stock or other securities acquired in open market transactions after upon the completion exercise of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable any options issued under the Company's equity incentive plans in effect on 1997 Directors' Stock Option Plan, as amended, or the date hereof, Company's 1997 Incentive and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereofNonqualified Stock Option Plan. In addition, each Selling Stockholder Stockholder, agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Thomas Weisel Partners LLC, it will not, during the period ending 180 days after the 90 dxxx xxtxx xxx date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)LLC, it will not, during the period ending 180 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, hereunder or (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereofProspectus. In addition, each Selling Stockholder Stockholder, agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoingMoreover, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces each Seller agrees that it will release earnings results during the 16this 180-day period beginning on the last day of the Restricted Period, the restrictions imposed may be extended an additional 15 days by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extensionorder to enable the Representatives to comply with NASD Rule 2711(f)(4).

Market Standoff Provision. Each Seller The Company hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or Stock, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (ai), (ii) or (biii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (ia) the Shares to be sold hereunder, (iib) the issuance by the Company of options to purchase shares of the Company’s Common Stock under the Company’s existing plans as described in the Prospectus, provided that such options do not become vested and exercisable during the 180-day restricted period, (c) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or (iiid) transactions the filing by any person other than the Company of a registration statement with the Commission relating to shares of Common Stock issued or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable reserved under the Company's equity incentive ’s existing plans as described in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the Prospectus. If, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1i) during the last eighteen (18) 17 days of the Restricted Period 180-day restricted period described in this Section 2.3, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (2ii) prior to the expiration of the Restricted Period 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Restricted Period180-day restricted period, the restrictions imposed by 180-day restricted period described in this Section 3.3 2.3 automatically shall continue to apply extend until the expiration of the 1918-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in either clauses (i) or (ii) the Representatives waive the extension in writing. The Company acknowledges that its directors, officers and certain of its stockholders are subject similar restrictions as contained in this Section 2.3 on the transfer or other disposition of shares of capital stock of the Company held by them, and the Company agrees to take all reasonable measures to enforce the holders’ compliance with such extensionrestrictions.

Market Standoff Provision. Each Seller The Company hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), ) it will not, during the period commencing on the date hereof and ending 180 90 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Additionally, the Company hereby agrees that without the prior written consent of Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing sentence restrictions set forth in this Section 3.3 shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of options to purchase shares of the Company’s Common Stock under the Company’s existing plans as described in the Prospectus, provided that such options do not become vested and exercisable during the 90-day restricted period, or (iii) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or warrants. If, (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1i) during the last eighteen (18) 17 days of the Restricted Period 90-day restricted period described in this Section 3.3, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (2ii) prior to the expiration of the Restricted Period 90-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Restricted Period90-day restricted period, the restrictions imposed by 90-day restricted period described in this Section 3.3 automatically shall continue to apply extend until the expiration of the 1918-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in either clauses (i) or (ii) the Representatives waive the extension in writing. The Company acknowledges that the Selling Stockholders are subject to similar restrictions as contained in this Section 3.3 pursuant to the “lock-up” agreement terms included in Exhibit A hereto on the transfer or other disposition of shares of capital stock of the Company held by them, and the Company agrees to take all reasonable measures to enforce each such extensionSelling Stockholders’ compliance with such restrictions.

Market Standoff Provision. Each Seller The Company and each Selling Shareholder hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)Partners, it will not, during the period ending 180 90 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a any security or note outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus Prospectus, (C) the issuance of shares of Common Stock or grant of options or other incentive awards pursuant to the Company’s 1997 Stock Incentive Plan, as amended and restated, the Company’s 1999 Employee Stock Purchase Plan, or the Company’s Profit Sharing and 401(k) Plan or (iiiD) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder Shareholder, agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLCPartners, it will not, during the period ending 180 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)Thomxx Xxxsxx Xxxtners, it will not, during the period ending 180 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the grant by the Company of options for the purchase of shares of Common Stock under the Amended and Restated 1994 Stock Option Plan and the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or Prospectus, (iiiC) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also Shares or (xD) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale by the Company of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock in an acquisition or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding other strategic transaction, provided that the foregoing, if (1) during recipients of such shares execute "lock-up agreements" substantially in the last eighteen (18) days form of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extensionExhibit B hereto.

Market Standoff Provision. Each Seller The Company hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)Partners, it will not, during the period ending 180 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold by the Company hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and or which is described in the Prospectus, (C) the award of options under the Company's stock plans in the ordinary course of business consistent with past practices that are not exercisable within 180 days from the date of the Prospectus or (iiiD) transactions by any person other than the Company relating to Company's issuance of shares of Common Stock in connection with the acquisition by the Company of another company or entity or any other strategic partnership or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereofjoint venture, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to provided that the terms of any employee equity incentive plans in effect on such issuance contractually prohibit the resale or other disposition of such shares of Common Stock within 180 days from the date hereofof the Prospectus. In additionThe Selling Stockholder, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLCPartners, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC (which consent may be withheld in its sole discretion)LLC, it will not, during the period (the “Lock-Up Period”) ending 180 90 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder Shareholder, agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the ProspectusLock-Up Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding For the foregoingpurpose of allowing the Underwriters to comply with NASD Rule 2711(f)(4), if (1) during the period that begins on the date that is 18 calendar days before the last eighteen (18) days day of the Restricted Lock-Up Period and ends on the last day of the Lock-Up Period, (a) the Company issues an earnings release or release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs occurs; or (2) prior to the expiration of the Restricted Period Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Lock-Up Period, then the restrictions imposed by in this Section 3.3 3.3, unless otherwise waived by Txxxxx Wxxxxx Partners LLC in its sole discretion, shall continue to apply until the expiration of the 19-day period beginning date that is 18 calendar days after the date on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs, provided, however, that this paragraph will not apply to any research report concerning the Company to be published or distributed by a Representative pursuant to Rule 139 promulgated under the Securities Act at a time when the Company’s shares of Common Stock are “actively traded securities,” as defined in Regulation M, 17 C.F.R. 242.101(c)(1). This Section 3.3 shall not apply to: (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of any security or note outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus; (C) the issuance of shares of Common Stock or grant of options or other incentive awards pursuant to the earnings release Company’s stock incentive plans; or (D) exceptions in the occurrence of the material news or material event, Lock-Up Agreement attached hereto as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.Exhibit C.

Market Standoff Provision. Each Seller The Company hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC (which consent may be withheld in its sole discretion)LLC, it will not, during the period ending 180 90 days after the date of the Prospectus (the "“Restricted Period"”), (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or Registration Statement and Prospectus, (iiiC) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also , (xD) file with the Commission one grant of options or more the issuance of shares of Common Stock under the Company’s stock option plans, (E) the filing of any registration statements statement on Form S-8 registering in respect of any employee benefit plan described in the issuance Registration Statement, the Statutory Prospectus and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereofProspectus, and (yF) grant employee stock options or restricted stock awards or other equity awards the issuance by the Company of shares of Common Stock having a value of up to $10,000,000 pursuant to the terms of any employee equity incentive plans in effect on the date hereofan acquisition or merger transaction. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the ProspectusRestricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen seventeen (1817) days of the Restricted Period Period, the Company issues an releases earnings release results or announces material news or a material event relating to the Company occurs occurs; or (2) prior to the expiration of the Restricted Period Period, the Company announces that it will release earnings results during the 1615-day period beginning on the last day of the Restricted Period, then in either case the restrictions imposed by this Section 3.3 set forth herein shall continue to apply until eighteen (18) days after the expiration date of the 19-day period beginning on the issuance release of the earnings release results or the occurrence announcement of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC waivewaives, in writing, such extension. Notwithstanding the foregoing, each Seller may transfer shares of Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound by the restrictions set forth herein, (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 to be bound by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) to the Underwriters pursuant to this Agreement, or (iv) in transactions relating to shares of Common Stock acquired by the Sellers in open market transactions after the closing of the sale of the Shares. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, (a) if the Seller is a corporation, partnership, limited liability company or other form of business entity, the Seller may transfer the capital stock of the Company to any wholly-owned subsidiary, partner or member of the Seller or to an affiliate of the Seller; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value, and (b) the Seller may, during the Restricted Period, establish a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (and/or modify an existing trading plan), provided that no sales or other transfers occur under such plan during the Restricted Period.

Market Standoff Provision. Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)Txxxxx Wxxxxx Partners, it will not, during the period ending 180 ninety (90) days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which or under the Underwriters have been advised in writing and which is described in the Prospectus or 2002 Employee Stock Purchase Plan, (iii) the grant by the Company of options to purchase shares of Common Stock, and the issuance of shares of Common Stock upon the exercise of such options, pursuant to the Company’s 1993 Stock Option Plan, 1998 Stock Plan and 2002 Stock Plan, (iv) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also Shares or (xv) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale by the Company of Common Stock or securities convertible into or exchangeable for Common Stock in connection with mergers or the acquisition of securities, businesses, property or other assets, provided, however, that any such issuance shall not amount to more than three percent (3%) of the securities issuable under the Company's equity incentive plans in effect ’s outstanding Common Stock on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereofthis Agreement. In addition, each Selling Stockholder Stockholder, agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLCTxxxxx Wxxxxx Partners, it will not, during the period ending 180 ninety (90) days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding Txxxxx Wxxxxx Partners hereby agrees to release each Selling Stockholder from such Selling Stockholder’s transfer restrictions under those certain Lock-Up Agreements executed in connection with that certain Underwriting Agreement dated November 19, 2002, by and among the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted PeriodCompany, the restrictions imposed by this Section 3.3 shall continue to apply until Underwriters, SX Xxxxx Securities Corporation, the expiration Selling Stockholders and certain other holders of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventCompany capital stock; provided, as applicablehowever, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waivethat, in writingeach case, such extensiontransfer restrictions shall be released only as to that number of shares of Company capital stock sufficient to allow such Selling Stockholder to participate in the offering contemplated hereby.

Market Standoff Provision. Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC (which consent may be withheld in its sole discretion)LLC, it will not, during the period ending 180 days after the date of the Prospectus (the "“Restricted Period"”), (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or Registration Statement and Prospectus, (iiiC) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also , (xD) file with the Commission one grant of options or more the issuance of shares of Common Stock under the Company’s stock option plans, (E) the filing of any registration statements statement on Form S-8 registering in respect of any employee benefit plan described in the issuance Registration Statement, the Statutory Prospectus and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereofProspectus, and (yF) grant employee stock options or restricted stock awards or other equity awards the issuance by the Company of shares of Common Stock having a value of up to $10,000,000 pursuant to the terms of any employee equity incentive plans in effect on the date hereofan acquisition or merger transaction. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the ProspectusRestricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC waivewaives, in writing, such extension.

Market Standoff Provision. Each Seller The Company hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion)the Representatives, it will not, during the period ending 180 60 days after the date hereof, subject to extension of up to 18 days at the option of the Prospectus (the "Restricted Period")Representatives, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement or any transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock or options to purchase Common Stock granted under the Company’s stock incentive or stock purchase plans as currently in effect, or upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof or the issuance by the Company of securities under its stockholder rights plan as currently in effect, in each case, of which the Underwriters have been advised in writing and which is described in the Prospectus Prospectus, (C) the issuance by the Company of any shares of Common Stock or other securities issued in connection with, or as consideration for acquisitions, mergers, consolidations, asset purchases or other business combinations, licenses or strategic alliances or investments occurring after the date of this Agreement, provided that each recipient of shares pursuant to this clause (C) agrees that all such shares remain subject to restrictions substantially similar to those contained in this Section 2.3 or (iiiD) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension.

Market Standoff Provision. Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period ending 180 (the “Lock-Up Period”) from the date hereof through and including the date that is 90 days after the date of the Prospectus (the "Restricted Period")Prospectus, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLCLLC (which consent may be withheld in its sole discretion), it will not, during the period ending 180 days after the date of the ProspectusLock-Up Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, provided that Nestlé USA, Inc. reserves the right to exercise its registration rights under the Registration Rights Agreement, dated August 25, 2000, between Nestlé USA, Inc. and the Company, as amended by the First Amendment to Registration Rights Agreement, dated as of May 5, 2005, so long as Nestlé USA, Inc.’s request for registration does not require the Company to register any shares of Common Stock prior to the expiration of the Lock-Up period. Notwithstanding For the foregoingpurpose of allowing the Underwriters to comply with NASD Rule 2711(f)(4), if (1x) during the period that begins on the date that is 18 calendar days before the last eighteen (18) days day of the Restricted Lock-Up Period and ends on the last day of the Lock-Up Period, (i) the Company issues an earnings release or release, (ii) the Company publicly announces material news or (iii) a material event relating to the Company occurs occurs; or (2y) prior to the expiration of the Restricted Period Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Lock-Up Period, then the restrictions imposed by in this Section 3.3 3.3, unless otherwise waived by Xxxxxx Xxxxxx Partners LLC in its sole discretion, shall continue to apply until the expiration of the 19-day period beginning date that is 18 calendar days after the date on which the Company issues the earnings release, the Company publicly announces material news or a material event relating to the Company occurs, provided, however, that this paragraph will not apply to any research report concerning the Company to be published or distributed by any representative of the Underwriters pursuant to Rule 139 promulgated under the Securities Act at a time when the Company’s shares of Common Stock are “actively traded securities,” as defined in Regulation M, 17 C.F.R. 242.101(c)(1). This Section 3.3 shall not apply to: (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares of its Common Stock upon the exercise of options or warrants or the conversion of any security or note outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus; (C) the issuance of shares of Common Stock or grant of options or other incentive awards pursuant to the earnings release Company’s stock incentive plans; or (D) any other exceptions set forth in the occurrence of Lock-Up Agreement attached hereto as Exhibit D (the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in writing, such extension“Lock-Up Agreement”).

Market Standoff Provision. Each Seller The Company hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus (the "Restricted Period")Prospectus, (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or Stock, (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction described in clause (ai), (ii) or (biii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (ia) the Shares to be sold hereunder, (iib) the issuance by the Company of options to purchase shares of the Company’s Common Stock under the Company’s existing plans as described in the Prospectus, provided that such options do not become vested and exercisable during the 180-day restricted period or (c) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or Prospectus. If, (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also (x) file with the Commission one or more registration statements on Form S-8 registering the issuance and sale of the securities issuable under the Company's equity incentive plans in effect on the date hereof, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the terms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1i) during the last eighteen (18) 17 days of the Restricted Period 180-day restricted period described in this Section 2.3, the Company issues an earnings release or material news or a material event relating to the Company occurs occurs, or (2ii) prior to the expiration of the Restricted Period 180-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Restricted Period180-day restricted period, the restrictions imposed by 180-day restricted period described in this Section 3.3 2.3 automatically shall continue to apply extend until the expiration of the 1918-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC waive, in either clauses (i) or (ii) the Representatives waive the extension in writing. The Company acknowledges that its directors, officers and certain of its stockholders are subject similar restrictions as contained in this Section 2.3 on the transfer or other disposition of shares of capital stock of the Company held by them, and the Company agrees to take all reasonable measures to enforce the holders’ compliance with such extensionrestrictions.

Market Standoff Provision. Each Seller hereby agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Thomas Weisel Partners LLC (which consent may be withheld in its sole discretion)LLC, it will not, during the period ending 180 days after the xxxx xfxxx xxe date of the Prospectus (the "Restricted PeriodRESTRICTED PERIOD"), (ai) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (bii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (ai) or (bii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (iA) the Shares to be sold hereunder, (iiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus or Registration Statement and Prospectus, (iiiC) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. The Company may also , (xD) file with the Commission one grant of options or more registration statements on Form S-8 registering the issuance and sale of the securities issuable shares of Common Stock under the Company's equity incentive plans stock option plans, (E) the filing of any registration statement on Form S-8 in effect on respect of any employee benefit plan described in the date hereofRegistration Statement, the Statutory Prospectus and Prospectus, and (yF) grant employee stock options or restricted stock awards or other equity awards the issuance by the Company of shares of Common Stock having a value of up to $10,000,000 pursuant to the terms of any employee equity incentive plans in effect on the date hereofan acquisition or merger transaction. In addition, each Selling Stockholder agrees that, without the prior written consent of Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Thomas Weisel Partners LLC, it will not, during the period ending 180 days after the date of the ProspectusRestricted Period, make any demand xxxx axx xxxand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last eighteen (18) days of the Restricted Period Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 3.3 shall continue to apply until the expiration of the 19-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Thomas Weisel Partners LLC waivewaives, in writing, such extension.