Restriction on Sale of Common Stock. [During a period of [ ] days from the date of the Prospectus, the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or 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 registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, and any registration related thereto, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans of the Company referred to in the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day 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 such [ ] day 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 such [ ]-day period, the restrictions imposed in this clause (j) 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.]
Restriction on Sale of Common Stock. During a period of 90 days from the date of this Agreement (the “Lock-Up Period”) , the Company will not, without the prior written consent of Mxxxxxx Lxxxx, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or 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 the Securities to be sold hereunder, or to the following:
Restriction on Sale of Common Stock. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of KBW, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or cause to be filed any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or 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 Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan.
Restriction on Sale of Common Stock. During a period of 90 days from the date of the Offering Memorandum, the Company will not, and will cause its directors and officers not to, without the prior written consent of Merrill Lynch, (i) directly or indirectly, offer, pledge, sell, contraxx xx xexx, xell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock, whether any such swap or 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 Notes to be sold hereunder, (B) (i) transfers by officers or directors of the Company of shares of Common Stock or options to purchase Common Stock made as a bona fide gift or gifts, (ii) transfers by officers or directors of the Company of shares of Common Stock or options to purchase Common Stock made to any trust for the direct or indirect benefit of an officer or director of the Company or the immediate family of an officer or director of the Company, provided that the trustee of the trust agrees to be bound by the restrictions set forth in the first sentence of this Section 3(h), and provided further that any such transfer shall not involve a disposition for value, and (iii) notwithstanding (i) or (ii) above, the sale or transfer by an officer or director of the Company of a number of shares of Common Stock beneficially held by such officer or director, which when aggregated with those sold or transferred by the other officers and directors of the Company, does not exceed 150,000 shares, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Offering Memorandum, (D) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing reservations, agreements or employee benefit plans of the Company referred to in the Offering Memorandum or (E) any shares of Common Stock issued pursuant to...
Restriction on Sale of Common Stock. During a period of 60 days after the date of the Offering Memorandum, the Company will not, without the prior written consent of Xxxxxxx Xxxxx, (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 for the sale of, lend or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or 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 Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company pursuant to existing options, employee benefit agreements or incentive stock or director stock unit plans or (C) any shares of Common Stock or such other securities issued as consideration for investments in or acquisition of entities involved in the Adviser Activities or other financial services related businesses made by the Company or any subsidiary of the Company.
Restriction on Sale of Common Stock. During a period of 90 days from the date of this Agreement, the Company will not, without the prior written consent of Xxxxxxx Xxxxx, (i) directly or indirectly, 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 any share of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or 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 issuance of the Securities to be sold hereunder or the securities to be sold in the Concurrent Offering, (B) the issuance of shares of Common Stock upon the exercise of an option or warrant or the conversion, exchange or repurchase of a security outstanding on the date hereof and referred to in the Prospectus, (C) the issuance of shares of Common Stock or the grant of options to purchase Common Stock pursuant to existing employee or director benefit plans of the Company referred to in the Prospectus and registrations in connection with such issuances or grants, (D) issuances of rights, preferred stock or Common Stock pursuant to any existing rights plan or any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan and registrations in existence at the date of this Agreement in connection with such issuances or grants, (E) securities sold to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing arrangement, strategic alliance or similar transaction, so long as recipients of such securities agree to be bound for any remaining portion of such 90 day period on the above terms, (F) issuances of Common Stock in connection with strategic or other significant investments in which the purchaser agrees to be bound for any remaining portion of such 90 day period on the above terms, (G) any shares of Common Stock issued in any business combination and registrations...
Restriction on Sale of Common Stock. During a period of 90 days from the date of the Final Offering Memorandum, the Company will not, without the prior written consent of Xxxxxxx Xxxxx, (i) directly or indirectly, 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 or otherwise transfer or dispose of any share of Common Stock, Class B common stock, par value $0.01 per share, of the Company ("Class B Common Stock") or any securities convertible into or exercisable or exchangeable for Common Stock, Class B Common Stock or other securities of the Company or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, Class B Common Stock or any other securities of the Company whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, Class B Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder or any shares of Common Stock issuable upon conversion of the Securities, (B) any shares of Common Stock or Class B Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Offering Memorandum or the Final Offering Memorandum (or in a document incorporated therein by reference) or (C) any shares of Common Stock or Class B Common Stock issued or options to purchase Common Stock or Class B Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Offering Memorandum (or in a document incorporated therein by reference in the Offering Memorandum), (D) the issuance of Common Stock as all or part of the consideration for acquisitions by the Company and (E) shares of Common Stock and Class B Common Stock issuable upon the 2-for-1 stock split described in the Offering Memorandum.
Restriction on Sale of Common Stock. The Holder agrees that the ----------------------------------- Holder, together with its Affiliates, will not, in any 90-day period, sell, contract to sell or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (or, with respect to any of the foregoing, offer to do so), except, in any such case, to one or more Affiliates of the Holder, more than 250,000 shares of the Common Stock (subject to adjustment pursuant to Section 7). "Affiliate" " means an entity that is a wholly owned subsidiary of the Holder
Restriction on Sale of Common Stock. For the period beginning on the date of this Agreement and ending on the date specified in Schedule B, the Company will not, without the prior written consent of X.X. Xxxxxxx & Sons, Inc., directly or indirectly, sell, offer to sell, grant any option for the sale of, enter into an agreement to sell, or otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable for shares of Common Stock, except for securities (a) offered and sold in connection with acquisitions by the Company or any subsidiary; (b) offered and sold under the employee or director benefit or compensation plans of the Company or its subsidiaries described in, or filed or incorporated by reference as an exhibit to, the documents incorporated or deemed incorporated by reference in the Registration Statement and Final Prospectus; (c) offered and sold under the Company’s existing Dividend Reinvestment Plans; (d) offered and sold under the Company’s existing Employee Stock Purchase Plans; (e) issued upon conversion of the Company’s existing convertible subordinated debentures or upon exercise of warrants; or (f) offered and sold under this prospectus supplement and the accompanying prospectus, and the Company will not file a registration statement under the 1933 Act with respect to any such securities or any such securities of the Company held by others.
Restriction on Sale of Common Stock. The Holder agrees that the Holder, together with its Affiliates, will not, in any 90-day period, sell, contract to sell or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (or, with respect to any of the foregoing, offer to do so), except, in any such case, to one or more Affiliates of the Holder, more than 250,000 shares of the Common Stock (subject to adjustment pursuant to Section 7). “Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with another entity. “Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of another entity, whether by contract or through the ownership of voting securities, including, without limitation, the ownership of more than 50% of the equity, partnership or similar interest in such entity.
