Common use of Market Standoff Provision Clause in Contracts

Market Standoff Provision. 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, (i) 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 (ii) 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 (i) or (ii) 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 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. If, (i) during the last 17 days of the 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, or (ii) 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 B 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 Selling Stockholders’ compliance with such restrictions.

Market Standoff Provision. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC (which consent may be withheld in its sole discretion) LLC, it will not, during the period commencing on (the date hereof and “Lock-Up Period”) ending 90 days after the date of the Prospectus, (i) 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 (ii) 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 (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. AdditionallyIn addition, the Company hereby each Selling Shareholder, agrees that that, without the prior written consent of Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC (which consent may be withheld in its sole discretion)LLC, it will not, during the period commencing on Lock-Up Period, make any demand for, or exercise any right with respect to, 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 security convertible into or exercisable or exchangeable for Common Stock. The For the purpose 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 day of the Lock-Up Period and ends on the last day of the Lock-Up Period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions set forth in this Section 3.3, unless otherwise waived by Txxxxx Wxxxxx Partners LLC in its sole discretion, shall continue to apply until the expiration of the 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 to: (iA) 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 (iiiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants. If, (i) during warrants or the last 17 days conversion of any security or note outstanding on the 90-day restricted period date hereof of which the Underwriters have been advised in writing and which is described in this Section 3.3, the Company issues an earnings release or material news or a material event relating to the Company occurs, or Prospectus; (iiC) 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 shares of Common Stock or the occurrence grant of the material news options 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 other incentive awards pursuant to the “lockCompany’s stock incentive plans; or (D) exceptions in the Lock-up” agreement terms included in Up Agreement attached hereto as Exhibit B 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 Selling Stockholders’ compliance with such restrictions.C.

Market Standoff Provision. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC (which consent may be withheld in its sole discretion) LLC, it will not, during the period commencing on the date hereof and ending 90 days after the date of the ProspectusProspectus (the “Restricted Period”), (i) 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 (ii) 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 (i) or (ii) 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 restrictions set forth in this Section 3.3 foregoing sentence shall not apply to (iA) 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 (iiiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants. Ifwarrants or the conversion of a security outstanding on the date hereof and which is described in the Registration Statement and Prospectus, (iC) 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, (D) 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 having a value of up to $10,000,000 pursuant to an acquisition or merger transaction. In addition, each Selling Stockholder agrees that, without the prior written consent of Txxxxx Wxxxxx Partners LLC, it will not, during the Restricted 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 17 seventeen (17) days of the 90-day restricted period described in this Section 3.3Restricted Period, the Company issues an releases earnings release results or announces material news or a material event relating to the Company occurs, ; or (ii2) prior to the expiration of the 90-day restricted periodRestricted Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 1615-day period beginning on the last day of the 90-day restricted periodRestricted Period, then in either case the 90-day restricted period described in this Section 3.3 automatically restrictions set forth herein shall extend continue to apply until eighteen (18) days after the expiration date of the 18-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 Txxxxx Wxxxxx Partners LLC waives, in either clauses 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 Representatives waive direct or indirect benefit of the extension in writing. The Company acknowledges undersigned or the immediate family of the undersigned, provided that the Selling Stockholders are subject trustee of the trust agrees to similar be bound by the restrictions as contained in this Section 3.3 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, “lock-upimmediate family” agreement terms included in Exhibit B hereto on shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the transfer foregoing, (a) if the Seller is a corporation, partnership, limited liability company or other disposition form of shares of business entity, the Seller may transfer the capital stock of the Company held by themto 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 Company agrees Seller may, during the Restricted Period, establish a trading plan pursuant to take all reasonable measures to enforce each 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 Selling Stockholders’ compliance with such restrictionsplan during the Restricted Period.

Market Standoff Provision. The Company Each Seller 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 “Lock-Up Period”) from the date hereof through and ending including the date that is 90 days after the date of the Prospectus, (ia) 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 (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. AdditionallyIn addition, the Company hereby each Selling Stockholder agrees that 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 Lock-Up Period, make any demand for, or exercise any right with respect to, 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 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. The restrictions set forth in this Section 3.3 shall not apply For the purpose of allowing the Underwriters to comply with NASD Rule 2711(f)(4), if (x) during the period that begins on the date that is 18 calendar days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, (i) the Shares to be sold hereunderCompany issues an earnings release, (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, publicly announces material news or (iii) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants. If, (i) during the last 17 days of the 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, ; or (iiy) prior to the expiration of the 90Lock-day restricted periodUp 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 90Lock-day restricted periodUp Period, then the 90-day restricted period described restrictions in this Section 3.3 automatically 3.3, unless otherwise waived by Xxxxxx Xxxxxx Partners LLC in its sole discretion, shall extend continue to apply until the expiration of the 18-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 the earnings release shares of Common Stock or the occurrence grant of the material news options 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 other incentive awards pursuant to the Company’s stock incentive plans; or (D) any other exceptions set forth in the Lock-Up Agreement attached hereto as Exhibit D (the “lockLock-up” agreement terms included in Exhibit B 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 Selling Stockholders’ compliance with such restrictionsUp Agreement”).

Market Standoff Provision. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Banc of America Securities LLC and Txxxxx Wxxxxx Partners LLC (which consent may be withheld in its sole discretion) LLC, it will not, during the period commencing on the date hereof and ending 90 60 days after the date hereof, subject to extension of up to 18 days at the Prospectusoption of Banc of America Securities LLC and Txxxxx Wxxxxx Partners LLC, (i) 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 (ii) 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 (i) or (ii) 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 restrictions set forth in this Section 3.3 foregoing sentence shall not apply to (iA) 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 (iiiB) 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 as approved by the Company’s board of directors prior to the date of this Agreement, subject to the approval of the Company’s stockholders, or upon the exercise of options or warrants. Ifwarrants 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 Placement Agents have been advised in writing and which is described in the Prospectus, (iC) during the last 17 days of the 90-day restricted period described in this Section 3.3, issuance by the Company issues an earnings release of any shares of Common Stock or material news or a material event relating to the Company occursother 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 (iiC) prior to the expiration of the 90-day restricted period, the Company announces agrees 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 all such shares remain subject to restrictions substantially similar restrictions as to those contained in this Section 3.3 pursuant 4.11 or (D) transactions by any person other than the Company relating to the “lock-up” agreement terms included in Exhibit B hereto on the transfer shares of Common Stock or other disposition of shares of capital stock securities acquired in open market transactions after the completion of the Company held by them, and offering of the Company agrees to take all reasonable measures to enforce each such Selling Stockholders’ compliance with such restrictionsShares.

Market Standoff Provision. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretion) LLC, it will not, during the period commencing on (the “Lock-Up Period”) through and including the date hereof and ending that is 90 days after the date of the Prospectus, (ia) 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 (iib) 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 (ia) or (iib) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Additionally, For the Company hereby agrees that without purpose of allowing the prior written consent of Xxxxxx Xxxxxx Partners LLC (which consent may be withheld in its sole discretionUnderwriters to comply with NASD Rule 2711(f)(4), it will not, if (x) during the period commencing that begins on the date hereof and ending 90 that is 18 calendar days after before the date last day of the ProspectusLock-Up Period and ends on the last day of the Lock-Up Period, 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 restrictions set forth in this Section 3.3 shall not apply to (i) the Shares to be sold hereunderCompany issues an earnings release, (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, publicly announces material news or (iii) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants. If, (i) during the last 17 days of the 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, ; or (iiy) prior to the expiration of the 90Lock-day restricted periodUp 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 90Lock-day restricted periodUp Period, then the 90-day restricted period described restrictions in this Section 3.3 automatically 3.3, unless otherwise waived by Xxxxxx Xxxxxx Partners LLC in its sole discretion, shall extend continue to apply until the expiration of the 18-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 the earnings release shares of Common Stock or the occurrence grant of the material news options 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 other incentive awards pursuant to the “lock-up” agreement terms included in Exhibit B hereto on Company’s stock incentive or employee stock purchase plans; (D) the transfer or other disposition issuance and sale by the Company of shares of capital Common Stock or securities that are convertible into or exchangeable for shares of Common Stock or the grant of options or stock purchase warrants in connection with a transaction involving the acquisition (whether by purchase or merger or otherwise) of any business or assets by the Company or any subsidiary thereof; provided, that the aggregate number of shares of Common Stock that may be issued by the Company during the Lock-Up Period, whether directly or upon conversion, exchange or exercise of any other security issued by the Company in connection with such transaction, shall not exceed 20% of the Company held total number of shares of Common Stock outstanding upon consummation of the offering contemplated by themthis Agreement or (E) any other exceptions set forth in the Lock-Up Agreement attached hereto as Exhibit C. In addition, and each Selling Shareholder, agrees that, without the Company agrees to take all reasonable measures to enforce each such Selling Stockholders’ compliance prior written consent of Xxxxxx Xxxxxx Partners LLC, it will not, during the Lock-Up Period, make any demand for, or exercise any right with such restrictionsrespect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

Market Standoff Provision. The Company Each Seller hereby agrees that, without the prior written consent of Xxxxxx Xxxxxx Txxxxx Wxxxxx Partners LLC (which consent may be withheld in its sole discretion) LLC, it will not, during the period commencing on the date hereof and ending 90 180 days after the date of the ProspectusProspectus (the “Restricted Period”), (i) 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 (ii) 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 (i) or (ii) 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 restrictions set forth in this Section 3.3 foregoing sentence shall not apply to (iA) 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 (iiiB) the issuance by the Company of shares of Common Stock upon the exercise of options or warrants. Ifwarrants or the conversion of a security outstanding on the date hereof and which is described in the Registration Statement and Prospectus, (iC) 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, (D) 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 having a value of up to $10,000,000 pursuant to an acquisition or merger transaction. In addition, each Selling Stockholder agrees that, without the prior written consent of Txxxxx Wxxxxx Partners LLC, it will not, during the Restricted 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 17 eighteen (18) days of the 90-day restricted period described in this Section 3.3Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, occurs or (ii2) prior to the expiration of the 90-day restricted period, 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 periodRestricted Period, the 90-day restricted period described in restrictions imposed by this Section 3.3 automatically shall extend continue to apply until the expiration of the 1819-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless in either clauses (i) or (ii) the Representatives waive the extension Txxxxx Wxxxxx Partners LLC waives, 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 B 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 Selling Stockholders’ compliance with such restrictionsextension.