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 ending 180 days after the date of the Prospectus (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. The foregoing sentence 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 a security outstanding on the date hereof which are described in the Prospectus, (C) securities granted or issued in the ordinary course of business pursuant to incentive plans or arrangements described in the Prospectus, but only if the holders of such shares issued upon exercise of such options, warrants or convertible and/or exercisable securities, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period, or (D) securities equal to up to __________ shares of Common Stock issued in connection with a strategic partnership, joint venture, lending or similar arrangement, or in connection with the acquisition (by merger or otherwise) or license by the Company of any business, services or technologies provided that the recipients of such securities are restricted from sales or transfers of such securities during the Restricted Period, and provided further that such securities are not issued until at least 30 days from the date of this Agreement. In addition, the Selling Stockholders, agree that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC, they 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. If (1) during the last seventeen (17) 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 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxx Xxxxxx Partners LLC waives, in writing, such extension.

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)Thomxx Xxxsxx Xxxtners, it will not, during the period ending 180 90 days after the date of the Prospectus (the “Restricted Period”)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. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the grant by the Company of options for the purchase of shares of Common Stock under the Amended and Restated 1994 Stock Option Plan or 1999 Employee Stock Purchase 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 are 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 granted or issued acquired in open market transactions after the ordinary course completion of business pursuant to incentive plans or arrangements described in the Prospectus, but only if offering of the holders of such shares issued upon exercise of such options, warrants or convertible and/or exercisable securities, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period, Shares or (D) securities equal to up to __________ the issuance by the Company of shares of Common Stock issued in connection with a an acquisition or other strategic partnershiptransaction, joint venture, lending or similar arrangement, or in connection with the acquisition (by merger or otherwise) or license by the Company of any business, services or technologies provided that the recipients of such securities are restricted from sales or transfers shares execute "lock-up agreements" substantially in the form of such securities during the Restricted Period, and provided further that such securities are not issued until at least 30 days from the date of this Agreement. In addition, the Selling Stockholders, agree that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC, they 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. If (1) during the last seventeen (17) 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 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxx Xxxxxx Partners LLC waives, in writing, such extensionExhibit B hereto.

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 ending 180 60 days after the date hereof, subject to extension of up to 18 days at the Prospectus (the “Restricted Period”)option 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. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) 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 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 are the Placement Agents have been advised in writing and which is described in the Prospectus, (C) securities granted or issued in the ordinary course of business pursuant to incentive plans or arrangements described in the Prospectus, but only if the holders of such shares issued upon exercise of such options, warrants or convertible and/or exercisable securities, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period, or (D) securities equal to up to __________ shares of Common Stock issued in connection with a strategic partnership, joint venture, lending or similar arrangement, or in connection with the acquisition (by merger or otherwise) or license issuance by the Company of any business, services or technologies provided that the recipients of such securities are restricted from sales or transfers of such securities during the Restricted Period, and provided further that such securities are not issued until at least 30 days from the date of this Agreement. In addition, the Selling Stockholders, agree that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC, they 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 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 4.11 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 Stock. If (1) during other securities acquired in open market transactions after the last seventeen (17) days completion 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 offering 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 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxx Xxxxxx Partners LLC waives, in writing, such extensionShares.

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)LLC, it will not, during the period ending 180 90 days after the date hereof, subject to extension of up to 18 days at the Prospectus (the “Restricted Period”)option of Xxxxxx Xxxxxx 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. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) 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 or the conversion of a security outstanding on the date hereof which are described in or the Prospectus, (C) securities granted or issued in the ordinary course of business pursuant to incentive plans or arrangements described in the Prospectus, but only if the holders of such shares issued upon exercise of such options, warrants or convertible and/or exercisable securities, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180-day period, or (D) securities equal to up to __________ shares of Common Stock issued in connection with a strategic partnership, joint venture, lending or similar arrangement, or in connection with the acquisition (by merger or otherwise) or license issuance by the Company of any businesssecurities under its stockholder rights plan as currently in effect, services or technologies provided that in each case, of which the recipients of such securities are restricted from sales or transfers of such securities during Placement Agent have been advised in writing and which is described in the Restricted Period, and provided further that such securities are not issued until at least 30 days from Prospectus (C) the date of this Agreement. In addition, issuance by the Selling Stockholders, agree that, without the prior written consent of Xxxxxx Xxxxxx Partners LLC, they will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration 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 4.9, 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 Stock. If (1) during other securities acquired in open market transactions after the last seventeen (17) days completion 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 offering 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 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxx Xxxxxx Partners LLC waives, in writing, such extensionShares.