Common use of Market Standoff Provision Clause in Contracts

Market Standoff Provision. Each Seller (except Coulter) hereby agrees that, without the prior written consent of Thomxx Xxxxel Partners, it will not, during the period ending 90 days xxxxx txx xxxe of the 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 (x) the Shares to be sold hereunder, (y) the issuance by the Company of shares of Common Stock upon the exercise of options outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus, or (z) any issuance by the Company of shares of Common Stock upon the exercise of any options issued under the Company's 1997 Directors' Stock Option Plan, as amended, or the Company's 1997 Incentive and Nonqualified Stock Option Plan. In addition, each Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Partners LLC, it will not, during the period ending 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.

Market Standoff Provision. Each Seller (except Coulter) hereby agrees that, without the prior written consent of Thomxx Xxxxel PartnersXxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period ending 90 180 days xxxxx txx xxxe after the date of the ProspectusProspectus (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 (xi) the Shares to be sold hereunder, (yii) 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 (ziii) transactions by any issuance by person other than the Company of relating to shares of Common Stock upon or other securities acquired in open market transactions after the exercise completion of any options issued 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 1997 Directors' Stock Option Planequity incentive plans in effect on the date hereof, as amended, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the Company's 1997 Incentive and Nonqualified Stock Option Planterms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder, Stockholder agrees that, without the prior written consent of Thomas Weisel Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 dxxx xxtxx xxx 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 Thomxx Xxxxel PartnersXxxsxx Xxxtners, it will not, during the period ending 90 180 days xxxxx txx xxxe after the date of the 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 (xA) the Shares to be sold hereunder, (yB) 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, (C) 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 or (zD) any the issuance by the Company of shares of Common Stock upon in an acquisition or other strategic transaction, provided that the exercise recipients of any options issued under such shares execute "lock-up agreements" substantially in the Company's 1997 Directors' Stock Option Plan, as amended, or the Company's 1997 Incentive and Nonqualified Stock Option Plan. In addition, each Selling Stockholder, agrees that, without the prior written consent form of Thomas Weisel Partners LLC, it will not, during the period ending 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 StockExhibit B hereto.

Market Standoff Provision. Each Seller (except Coulter) The Company hereby agrees that, without the prior written consent of Thomxx Xxxxel Xxxxxx Xxxxxx Partners, it will not, during the period ending 90 180 days xxxxx txx xxxe after the date of the 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 (xA) the Shares to be sold by the Company hereunder, (yB) 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 (zD) any the Company's issuance by the Company of shares of Common Stock upon in connection with the exercise acquisition by the Company of another company or entity or any options issued under other strategic partnership or other joint venture, provided that the Company's 1997 Directors' terms of such issuance contractually prohibit the resale or other disposition of such shares of Common Stock Option Plan, as amended, or within 180 days from the Company's 1997 Incentive and Nonqualified Stock Option Plandate of the Prospectus. In addition, each The Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Partners LLCXxxxxx Xxxxxx Partners, it will not, during the period ending 90 dxxx xxtxx xxx 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.

Market Standoff Provision. Each Seller (except Coulter) hereby agrees that, without the prior written consent of Thomxx Xxxxel Thomas Weisel Partners, it will not, during the period ending 90 days xxxxx txx xxxe of the 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 (x) the Shares to be sold hereunder, (y) the issuance by the Company of shares of Common Stock upon the exercise of options outstanding on the date hereof of which the Underwriters have been advised in writing and which is described in the Prospectus, or (z) any issuance by the Company of shares of Common Stock upon the exercise of any options issued under the Company's 1997 Directors' Stock Option Plan, as amended, or the Company's 1997 Incentive and Nonqualified Stock Option Plan. In addition, each Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Partners LLC, it will not, during the period ending 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.

Market Standoff Provision. Each Seller (except Coulter) The Company and each of the Selling Stockholders hereby agrees that, without the prior written consent of Thomxx Xxxxel PartnersXxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period ending 90 days xxxxx txx xxxe after the date of the ProspectusProspectus (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 (xi) the Shares to be sold hereunder, (yii) 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 (ziii) transactions by any issuance by person other than the Company of relating to shares of Common Stock upon or other securities acquired in open market transactions after the exercise completion of any options issued 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 1997 Directors' Stock Option Planequity incentive plans in effect on the date hereof, as amended, and (y) grant employee stock options or restricted stock awards or other equity awards pursuant to the Company's 1997 Incentive and Nonqualified Stock Option Planterms of any employee equity incentive plans in effect on the date hereof. In addition, each Selling Stockholder, Stockholder agrees that, without the prior written consent of Thomas Weisel Xxxxx Xxxxxxx & Co. and Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 dxxx xxtxx xxx 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 Thomxx Xxxxel PartnersXxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 180 days xxxxx txx xxxe after the date of the 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 (xA) the Shares to be sold hereunder, hereunder or (yB) 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 (z) any issuance by the Company of shares of Common Stock upon the exercise of any options issued under the Company's 1997 Directors' Stock Option Plan, as amended, or the Company's 1997 Incentive and Nonqualified Stock Option Plan. In addition, each Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 dxxx xxtxx xxx 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. Moreover, each Seller agrees that this 180-day period may be extended an additional 15 days by Xxxxxx Xxxxxx Partners in order to enable the Representatives to comply with NASD Rule 2711(f)(4).

Market Standoff Provision. Each Seller (except Coulter) hereby agrees that, -------------------------- without the prior written consent of Thomxx Xxxxel Xxxxxx Xxxxxx Partners, it will not, during the period ending 90 days xxxxx txx xxxe after the date of the 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 (xA) the Shares to be sold hereunder, (yB) 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 2000 Employee Stock Purchase Plan, (C) the Prospectus, or (z) any issuance grant by the Company of options to purchase shares of Common Stock, and the issuance of shares of Common Stock upon the exercise of any options issued under such options, pursuant to the Company's 1997 Directors' Stock Option Equity Incentive Plan, as amended2000 Equity Incentive Plan and 2000 Non-Employees Directors plan, (D) 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 or (E) the issuance 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 3% of the Company's 1997 Incentive and Nonqualified outstanding Common Stock Option Planas of the date of this Agreement. In addition, each Selling StockholderShareholder, agrees that, without the prior written consent of Thomas Weisel Partners LLCXxxxxx Xxxxxx Partners, it will not, during the period ending 90 dxxx xxtxx xxx 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.

Market Standoff Provision. Each Seller (except Coulter) hereby agrees that, without the prior written consent of Thomxx Xxxxel Txxxxx Wxxxxx Partners, it will not, during the period ending 90 ninety (90) days xxxxx txx xxxe after the date of the 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 (xi) the Shares to be sold hereunder, (yii) 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 2002 Employee Stock Purchase Plan, (iii) the Prospectus, or (z) any issuance grant by the Company of options to purchase shares of Common Stock, and the issuance of shares of Common Stock upon the exercise of any options issued under such options, pursuant to the Company's 1997 Directors' ’s 1993 Stock Option Plan, as amended1998 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 or (v) the issuance 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 Company's 1997 Incentive and Nonqualified ’s outstanding Common Stock Option Planon the date of this Agreement. In addition, each Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Partners LLCTxxxxx Wxxxxx Partners, it will not, during the period ending 90 dxxx xxtxx xxx 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. 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 Company, the Underwriters, SX Xxxxx Securities Corporation, the Selling Stockholders and certain other holders of Company capital stock; provided, however, that, in each case, such transfer 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 (except Coulter) The Company hereby agrees that, without the prior written consent of Thomxx Xxxxel Partnersthe Representatives, it will not, during the period ending 90 60 days xxxxx txx xxxe after the date hereof, subject to extension of up to 18 days at the option of the ProspectusRepresentatives, (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 (xA) the Shares to be sold hereunder, (yB) 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, or (zC) any the issuance by the Company of shares of Common Stock upon the exercise of any options issued under the Company's 1997 Directors' Stock Option Plan, as amended, or the Company's 1997 Incentive and Nonqualified Stock Option Plan. In addition, each Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Partners LLC, it will not, during the period ending 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 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 (D) transactions by any security convertible into person other than the Company relating to shares of Common Stock or exercisable or exchangeable for Common Stockother securities acquired in open market transactions after the completion of the offering of the Shares.

Market Standoff Provision. Each Seller (except Coulter) The Company and each Selling Shareholder hereby agrees that, without the prior written consent of Thomxx Xxxxel Xxxxxx Xxxxxx Partners, it will not, during the period ending 90 days xxxxx txx xxxe after the date of the 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 (xA) the Shares to be sold hereunder, (yB) 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, or (zC) any the issuance by the Company of shares of Common Stock upon the exercise or grant of any options issued under or other incentive awards pursuant to the Company's ’s 1997 Directors' Stock Option Incentive Plan, as amendedamended and restated, the Company’s 1999 Employee Stock Purchase Plan, or the Company's 1997 Incentive ’s Profit Sharing and Nonqualified 401(k) Plan or (D) transactions by any person other than the Company relating to shares of Common Stock Option Planor other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling StockholderShareholder, agrees that, without the prior written consent of Thomas Weisel Partners LLCXxxxxx Xxxxxx Partners, it will not, during the period ending 90 dxxx xxtxx xxx 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.

Market Standoff Provision. Each Seller (except Coulter) The Company and each Selling Shareholder hereby agrees that, without the prior written consent of Thomxx Xxxxel Thomas Weisel Partners, it will not, during the period ending 90 days xxxxx txx xxxe afxxx xxe xxxx of the 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 (xA) the Shares to be sold hereunder, (yB) 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, or (zC) any the issuance by the Company of shares of Common Stock upon the exercise or grant of any options issued under or other incentive awards pursuant to the Company's 1997 Directors' Stock Option Incentive Plan, as amendedamended and restated, the Company's 1999 Employee Stock Purchase Plan, or the Company's 1997 Incentive Profit Sharing and Nonqualified 401(k) Plan or (D) transactions by any person other than the Company relating to shares of Common Stock Option Planor other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling StockholderShareholder, agrees that, without the prior written consent of Thomas Weisel Partners LLCPartners, it will not, during the period ending 90 dxxx xxtxx xxx date days 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.

Market Standoff Provision. Each Seller (except Coulter) The Company hereby agrees that, without the prior written consent of Thomxx Xxxxel Partners, 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 xxxxx txx xxxe after the date of the 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 (xi) the Shares to be sold hereunder, (yii) 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 outstanding on or warrants. If, (i) during the date hereof last 17 days of which the Underwriters have been advised in writing and which is 90-day restricted period described in this Section 3.3, the ProspectusCompany issues an earnings release or material news or a material event relating to the Company occurs, or (zii) any issuance by prior to the expiration of the 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 90-day restricted period, the 90-day restricted period described in this Section 3.3 automatically shall extend until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless 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 Common Stock upon the exercise of any options issued under the Company's 1997 Directors' Stock Option Plan, as amended, or the Company's 1997 Incentive and Nonqualified Stock Option Plan. In addition, each Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Partners LLC, it will not, during the period ending 90 dxxx xxtxx xxx date capital stock of the ProspectusCompany held by them, make any demand for, or exercise any right and the Company agrees to take all reasonable measures to enforce each such Selling Stockholders’ compliance with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stocksuch restrictions.

Market Standoff Provision. Each Seller (except Coulter) hereby agrees that, without the prior written consent of Thomxx Xxxxel PartnersThomas Weisel Partners LLC, it will not, during the period ending 90 days xxxxx txx xxxe 180 xxxx xfxxx xxe date of the ProspectusProspectus (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 (xA) the Shares to be sold hereunder, (yB) 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 Registration Statement and Prospectus, (C) 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, (zD) the grant of options or the issuance of shares of Common Stock under the Company's stock option plans, (E) the filing of any registration statement on Form S-8 in respect of any employee benefit plan described in the Registration Statement, the Statutory Prospectus and Prospectus, and (F) the issuance by the Company of shares of Common Stock upon the exercise having a value of any options issued under the Company's 1997 Directors' Stock Option Plan, as amended, up to $10,000,000 pursuant to an acquisition or the Company's 1997 Incentive and Nonqualified Stock Option Planmerger transaction. In addition, each Selling Stockholder, Stockholder agrees that, without the prior written consent of Thomas Weisel Partners LLC, it will not, during the period ending 90 dxxx xxtxx xxx 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, 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 Thomas Weisel Partners LLC waives, in writing, such extension.

Market Standoff Provision. Each Seller (except Coulter) The Company hereby agrees that, without the prior written consent of Thomxx Xxxxel PartnersXxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 180 days xxxxx txx xxxe after the date of the 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 (xA) the Shares to be sold hereunder, (yB) 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. In addition, or (z) any issuance by during such period, the Company of will not file any registration statement (other than a Form S-8 registration statement filed in connection with shares of Common Stock upon the exercise of any options issued received under the Company's 1997 Directorsa Company directors' Stock Option Planand employees' stock plan, as amendedstock ownership plan, employment agreement or the Company's 1997 Incentive and Nonqualified Stock Option Plan. In addition, each Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Partners LLC, it will not, during the period ending 90 dxxx xxtxx xxx date of the Prospectus, make any demand for, or exercise any right dividend reinvestment plan) 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 StockStock without the prior written consent of Xxxxxx Xxxxxx Partners LLC (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, provided that the terms of such issuance 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 (except Coulter) The Company hereby agrees that, without the prior written consent of Thomxx Xxxxel PartnersXxxxxx 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 90 180 days xxxxx txx xxxe after the date of the 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 (xa) the Shares to be sold hereunder, (yb) 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. If, (i) during the last 17 days of the 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, or (zii) any issuance by prior to the expiration of the 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 180-day restricted period, the 180-day restricted period described in this Section 2.3 automatically shall extend until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless 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 Common Stock upon the exercise of any options issued under the Company's 1997 Directors' Stock Option Plan, as amended, or the Company's 1997 Incentive and Nonqualified Stock Option Plan. In addition, each Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Partners LLC, it will not, during the period ending 90 dxxx xxtxx xxx date capital stock of the ProspectusCompany held by them, make any demand for, or exercise any right and the Company agrees to take all reasonable measures to enforce the holders’ compliance with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stocksuch restrictions.

Market Standoff Provision. Each Seller (except Coulter) The Company hereby agrees that, without the prior written consent of Thomxx Xxxxel PartnersXxxxxx 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 90 180 days xxxxx txx xxxe after the date of the 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 (xa) the Shares to be sold hereunder, (yb) 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, Prospectus or (zd) any issuance the filing by the Company of a registration statement with the Commission relating to shares of Common Stock upon the exercise of any options issued or reserved under the Company's 1997 Directors' Stock Option Plan’s existing plans as described in the Prospectus. If, as amended(i) during the last 17 days of the 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, or (ii) prior to the Company's 1997 Incentive and Nonqualified Stock Option Plan. In additionexpiration of the 180-day restricted period, each Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Partners LLC, Company announces that it will not, release earnings results or becomes aware that material news or a material event will occur during the 16-day period ending 90 dxxx xxtxx xxx date beginning on the last day of the Prospectus, make any demand for, or exercise any right with respect to180-day restricted period, the registration 180-day restricted period described in this Section 2.3 automatically shall extend until the expiration of any the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless 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 Common Stock or any security convertible into or exercisable or exchangeable for Common Stockcapital stock of the Company held by them, and the Company agrees to take all reasonable measures to enforce the holders’ compliance with such restrictions.

Market Standoff Provision. Each Seller (except Coulter) hereby agrees that, without the prior written consent of Thomxx Xxxxel PartnersXxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion), it will not, during the period ending 90 180 days xxxxx txx xxxe after the date of the 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 (xA) the Shares to be sold hereunder, (yB) 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 (zC) any issuance the grant of options by the Company pursuant to the option plans described in the Registration Statement and Prospectus, PROVIDED, such options are not exercisable for 180 days after the date of shares of Common Stock upon the exercise of any options issued under the Company's 1997 Directors' Stock Option Plan, as amendedProspectus, or if such options are exercisable within such period, such options are subject to lockup provisions substantially the Company's 1997 Incentive and Nonqualified Stock Option Plansame as those set forth in this Section 3(c). In addition, each Selling Stockholder, agrees that, without the prior written consent of Thomas Weisel Xxxxxx Xxxxxx Partners LLC, it will not, during the period ending 90 dxxx xxtxx xxx 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.