Common use of Of Each Selling Stockholder Clause in Contracts

Of Each Selling Stockholder. Each Selling Stockholder, severally and not jointly, covenants and agrees with the several Underwriters as follows: (a) Such Selling Stockholder will execute and deliver the Lock-Up Agreement to the Representatives. (b) Such Selling Stockholder will review the Prospectus and will comply in all material respects with all agreements to which it is a party and satisfy in all material respects all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Closing Date and will advise the Underwriters prior to the Closing Date if there is any change in the Selling Stockholder Information referred to in Section 6.2(e) of this Agreement or if any statements to be made on behalf of such Selling Stockholder in the certificate contemplated by Section 9(l) hereof would be inaccurate if made as of the Closing Date. (c) Such Selling Stockholder shall arrange for the timely payment, in accordance with applicable law, of all stock transfer and other taxes (other than income taxes and capital gains taxes) that are required to be paid in connection with the sale and transfer of the Selling Stockholder Shares to be sold by such Selling Stockholder to the Underwriters hereunder and such Selling Stockholder will comply in all material respects with all laws imposing such taxes; provided, that the Representatives agree to pay New York State stock transfer taxes, if applicable, and such Selling Stockholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated. (d) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, with respect to the transactions herein contemplated, such Selling Stockholder shall deliver to you at least two days prior to the Closing Date a properly completed and executed United States Treasury Department Substitute Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

Of Each Selling Stockholder. Each Selling Stockholder, severally and not jointly, Stockholder covenants and agrees with the several Underwriters as follows: (a) Such Selling Stockholder will execute and deliver the a Lock-Up Agreement to Agreement, in the Representativesform of Exhibit A attached hereto. (b) Such Selling Stockholder will review the Prospectus and will comply in all material respects with all agreements to which it is a party and satisfy in all material respects all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Closing Date and will advise the Underwriters prior to the Closing Date if there is any change in the Selling Stockholder Information referred to in Section 6.2(e) of this Agreement or and each Additional Closing Date if any statements to be made on behalf of such Selling Stockholder in the certificate contemplated by Section 9(l) hereof would be inaccurate if made as of the Closing Date or the Additional Closing Date, as applicable. (c) Such Selling Stockholder shall arrange for On the timely paymentClosing Date and each Additional Closing Date, in accordance with applicable law, of all stock transfer and other taxes (other than income taxes and capital gains taxes) that are required to be paid in connection with the sale and transfer of the Selling Stockholder Additional Shares to be sold by such Selling Stockholder to the Underwriters hereunder and will have been fully paid for by such Selling Stockholder will comply in all material respects with and all laws imposing such taxes; provided, that the Representatives agree to pay New York State stock transfer taxes, if applicable, and such Selling Stockholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebatedtaxes will have been fully complied with. (d) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, with respect to the transactions herein contemplated, such Selling Stockholder shall deliver to you at least two days prior to the Closing Date or Additional Closing Date, as applicable, a properly completed and executed United States Treasury Department Substitute Form W-9 and, if applicable, a Form W-8. (e) Such Selling Stockholder will not at any time, directly or other applicable form indirectly, take any action designed, or statement specified by Treasury Department regulations in lieu thereof)which might reasonably be expected to cause or result in, or which will constitute, stabilization or manipulation of the price of the shares of Common Stock to facilitate the sale or resale of any of the Shares.

Of Each Selling Stockholder. Each Selling Stockholder, severally and not jointly, covenants and agrees with the several Underwriters Underwriter as follows: (a) Such Selling Stockholder agrees that it will execute not offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any securities of the Company, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any securities of the Company (collectively, “Company Securities”) held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and deliver Regulations promulgated under the Act and the Exchange Act, for a period commencing on the date hereof and ending 180 days after the date hereof (the “Lock-Up Period”), without the prior written consent of the Underwriter. Notwithstanding the foregoing, The Xxxxxxx X. Xxxxxxxx 2012 GRAT Agreement (the “GRAT”) may sell or otherwise dispose of Company Securities during the Lock-Up Agreement to Period solely in connection with making the Representativesannuity distributions required by the terms of the GRAT. (b) Such Selling Stockholder will review the Prospectus and will comply in all material respects with all agreements to which it is a party and satisfy in all material respects all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Closing Date and will advise the Underwriters Underwriter prior to the Closing Date if there is any change in the information in the Prospectus under the caption “Principal and Selling Stockholders,” solely to the extent that such information specifically relates to such Selling Stockholder Information referred to in Section 6.2(e(excluding percentages, the “Selling Stockholder Information”) of this Agreement or if any statements to be made on behalf of such Selling Stockholder in the certificate contemplated by Section 9(l9(k) hereof would be inaccurate if made as of the Closing Date. (c) Such Selling Stockholder shall arrange for the timely payment, in accordance with applicable law, of all stock transfer and other taxes (other than income taxes and capital gains taxes) that are required to be paid in connection with the sale and transfer of the Selling Stockholder Shares to be sold by such Selling Stockholder to the Underwriters Underwriter hereunder and such Selling Stockholder will comply in all material respects with all laws imposing such taxes; provided, that the Representatives agree to pay New York State stock transfer taxes, if applicable, and such Selling Stockholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated. (d) In order to document the Underwriters’ Underwriter’s compliance with the reporting and withholding provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, with respect to the transactions herein contemplated, such Selling Stockholder shall deliver to you at least two days prior to the Closing Date a properly completed and executed United States Treasury Department Substitute Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

Of Each Selling Stockholder. Each Selling Stockholder, severally and not jointly, covenants and agrees with the several Underwriters as follows: (a) Such Selling Stockholder will execute and deliver the Lock-Up Agreement to the Representatives. (b) Such Selling Stockholder will review the Prospectus and such Selling Stockholder or its Attorney-in-Fact will comply in all material respects with all agreements to which it is a party and satisfy in all material respects all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Closing Date and will advise the Underwriters prior to the Closing Date if there is any change in the Selling Stockholder Information referred to in Section 6.2(e) of this Agreement or if any statements to be made on behalf of such Selling Stockholder in the certificate contemplated by Section 9(l) hereof would be inaccurate if made as of the Closing Date. (c) Such Selling Stockholder shall arrange for the timely payment, in accordance with applicable law, of all stock transfer and other taxes (other than income taxes and capital gains taxes) that are required to be paid in connection with the sale and transfer of the Selling Stockholder Shares to be sold by such Selling Stockholder to the Underwriters hereunder and such Selling Stockholder will comply in all material respects with all laws imposing such taxes; provided, that the Representatives agree to pay New York State stock transfer taxes, if applicable, and such Selling Stockholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated. (d) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, with respect to the transactions herein contemplated, such Selling Stockholder shall deliver to you at least two days prior to the Closing Date a properly completed and executed United States Treasury Department Substitute Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).