Common use of One-Year Prohibition on Sales or Transfers Clause in Contracts

One-Year Prohibition on Sales or Transfers. Each Shareholder, including such Shareholder’s Affiliated Entities (as defined below), hereby agrees that from the Effective Date until June , 2012 (the “1 Year Lock-Up Period”), such Shareholder will not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly fifty percent (50%) of the Acquisition Shares issued to such Shareholder pursuant to the terms of the Stock Purchase Agreement and in connection with the Acquisition (the “Lock-Up Shares”), (ii)enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic or voting consequences of ownership of the Lock-Up Shares, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement with respect to the Lock-Up Shares. As used in this Agreement “Affiliated Entities” shall mean any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by such Shareholder or his descendants or spouse, of which such Shareholder or his descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Company’s stock with terms substantially identical to this Agreement.

One-Year Prohibition on Sales or Transfers. Each The Shareholder, including such the Shareholder’s Affiliated Entities (as defined below), hereby agrees that for a period of one (1) year from the Effective Date until June , 2012 (the “1 Year Lock-Up Period”), such the Shareholder will not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly fifty percent (50%) indirectly, any shares of the Acquisition Shares Company’s common stock $0.01 par value per share (the “Common Stock”) or securities convertible into or exercisable for Common Stock issued to such the Shareholder pursuant to the terms of the Stock Purchase Agreement and in connection with the Acquisition Share Exchange (the “Lock-Up Shares”)) or securities or rights convertible into or exchangeable or exercisable for any Lock-Up Shares, (ii)enter enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic or voting consequences of ownership of the Lock-Up Sharessuch securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement with respect to (the “Lock-Up SharesAgreement”). As used in this Agreement “Affiliated Entities” shall mean any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by such the Shareholder or his or her descendants or spouse, of which such Shareholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Company’s stock with terms substantially identical to this Agreement.

One-Year Prohibition on Sales or Transfers. Each Shareholder, including such Shareholder’s the Shareholders’ Affiliated Entities (as defined below), hereby agrees that from the Effective Date hereof until June May 19, 2012 (the “1 Year Lock-Up Period”), such each Shareholder will not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly fifty percent (50%) indirectly, any shares of the Acquisition Shares Company’s Common Stock or securities convertible into or exerciseable for Common Stock issued to such Shareholder the Shareholders pursuant to the terms of the Stock Purchase Agreement and in connection with the Acquisition Share Exchange (the “Lock-Up Shares”)) of such Shareholder’s shares or securities or rights convertible into or exchangeable or exercisable for any Lock-Up Shares, (ii)enter enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic or voting consequences of ownership of the Lock-Up Sharessuch securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement with respect to (the “Lock-Up SharesAgreement”). As used in this Agreement “Affiliated Entities” shall mean any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by such Shareholder or his or her descendants or spouse, of which such Shareholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Company’s stock with terms substantially identical to this Agreement.

One-Year Prohibition on Sales or Transfers. Each The Shareholder, including such the Shareholder’s Affiliated Entities (as defined below), hereby agrees that for a period of one year from the Effective Date until June , 2012 (the “1 Year Lock-Up Period”), such the Shareholder will not offer, sell, contract to sell, pledge, give, donate, transfer or otherwise dispose of, directly or indirectly fifty percent (50%) indirectly, any shares of the Acquisition Shares Company’s common stock $0.001 par value per share (the “Common Stock”) or securities convertible into or exercisable for Common Stock issued to such the Shareholder pursuant to the terms of the Stock Purchase Share Exchange Agreement and in connection with the Acquisition (the “Lock-Up Shares”)) or securities or rights convertible into or exchangeable or exercisable for any Lock-Up Shares, (ii)enter enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic or voting consequences of ownership of the Lock-Up Sharessuch securities, whether any such aforementioned transaction is to be settled by delivery of the Lock-Up Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement with respect to (the “Lock-Up SharesAgreement”). As used in this Agreement “Affiliated Entities” shall mean any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by such the Shareholder or his or her descendants or spouse, of which such Shareholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Company’s stock with terms substantially identical to this Agreement.