Common use of Restriction on Sale of Common Stock Clause in Contracts

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 [ ] · 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 thereto, (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto, (F) any post-effective amendment to the Registration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462(d) under the 1933 Act, or (G) the issuance by the Company of any shares of Common Stock as consideration for any strategic acquisitions, provided, that (i) such issuance would not result in the issuance of shares in an amount greater than 5% of the Company’s then outstanding shares of Common Stock, (ii) the Company does not file a registration statement with respect to such shares prior to the expiration of the period set forth in this subsection ([l]) and (iii) the Representatives receive a signed lock-up agreement for the balance of the period set forth in this subsection ([l]) from each recipient of shares of Common Stock issued in connection with such an acquisition under this clause (G). Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]·-day period the Company issues releases earnings results in an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of such [ ] day ·-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such ·-day period or becomes aware that material news or a material event will occur during the 16-day-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 release of Company’s the earnings release results or the occurrence of the material news or material event.]

Restriction on Sale of Common Stock. [During a period The Company, on behalf of [ ] days from the date of the Prospectusitself and any successor entity, the Company will notagrees that, without the prior written consent of the RepresentativesRepresentative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (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 purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any share capital stock of Common Stock the Company or any securities convertible into or exercisable or exchangeable for Common Stock shares of capital stock of the Company; (ii) file or file cause to be filed any registration statement under with the 1933 Act with respect Commission relating to the offering of any shares of capital stock of the foregoing Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iiiii) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of capital stock of the Common StockCompany, whether any such swap or transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Common Stock shares of capital stock of the Company or such other securities, in cash or otherwise. The foregoing sentence restrictions contained in this Section 5(k) shall not apply to (Ai) the registration and sale of Securities to be sold hereunder, (B) the issuance of any shares of Common Stock issued to be sold hereunder or the issuance of the Representative’s Warrant, (ii) the issuance by the Company of shares of Common Stock upon the exercise of an a stock option or warrant or the conversion of a security outstanding on the date hereof and referred hereof, hereafter issued pursuant to the Company’s currently existing or hereafter adopted equity compensation plans or employment or consulting agreements or arrangements of which the Representatives has been advised in writing or which have been filed with the Prospectus, and any registration related thereto, Commission or (Ciii) any the issuance by the Company of stock options or shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans capital stock of the Company referred to in the Prospectus, and under any registration related thereto, (D) any shares of Common Stock issued pursuant to any non-employee director stock currently existing or hereafter adopted equity compensation plan or dividend reinvestment plan, and any registration related thereto employment/consulting agreements or (E) any shares arrangements of Common Stock issued to directors in lieu the Company or upon exercise of directors’ fees, and any registration related theretothe Representative’s Warrant. Notwithstanding the foregoing, if: but only to the extent that the rules of FINRA relating to the following extensions (1or any successor rules) are applicable to the Company and in effect, and only if the Company loses its status as an Emerging Growth Company, if (i) during the last 17 days of such [ ]-day period the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; , or (2ii) prior to the expiration of such [ ] day periodthe Lock-Up 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-day period beginning on the last day of such [ ]-day periodthe Lock-Up Period, the restrictions imposed in by this clause (jSection 5(k) 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 such material news or material event, as applicable, unless the Representatives waive, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that the Company meets the applicable requirements under Rule 139 of the Securities Act and the Company’s Common Stock is actively traded as defined in Regulation M of the Exchange Act.]

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 thereto, (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding , (F) any post-effective amendment to the foregoingRegistration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462(d) under the 1933 Act, if: [(1G) during the last 17 days of such [ ]-day period issuance by the Company issues an earnings release or material news or a material event relating of shares of Common Stock pursuant to the Company occurs; Merger Agreement, or (2H) the issuance by the Company of any shares of Common Stock as consideration for any other strategic acquisitions, provided, that (i) such issuance would not result in the issuance of shares in an amount greater than 5% of the Company’s then outstanding shares of Common Stock, (ii) the Company does not file a registration statement with respect to such shares prior to the expiration of the period set forth in this subsection ([l]) and (iii) the Representatives receive a signed lock-up agreement for the balance of the period set forth in this subsection ([l]) from each recipient of shares of Common Stock issued in connection with 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 an acquisition under 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 eventH).]

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 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 [ ] 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 thereto, (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto, (F) any post-effective amendment to the Registration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462 (d) under the 1933 Act, or (G) the issuance by the Company of any shares of Common Stock as consideration for any strategic acquisitions, provided, that (i) such issuance would not result in the issuance of shares in an amount greater than 5% of the Company’s then outstanding shares of Common Stock, (ii) the Company does not file a registration statement with respect to such shares prior to the expiration of the period set forth in this subsection (l) and (iii) the Representatives receive a signed lock-up agreement for the balance of the period set forth in this subsection (l) from each recipient of shares of Common Stock issued in connection with such an acquisition under this clause (G). Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]-day period the Company issues releases earnings results in an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of such [ ] day ]-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such [ ]-day period or becomes aware that material news or a material event will occur during the 16-day-day period beginning on the last day of such [ ]-day period, the restrictions imposed in this clause (jl) shall continue to apply until the expiration of the 18-day period beginning on the issuance release of the Company’s earnings release results or the occurrence of the material news or material event.]

Restriction on Sale of Common Stock. [During a the period of [ ] days from and including the date of this Agreement through and including the Prospectus90th day after the date of this Agreement, the Company will not, without the prior written consent of the RepresentativesMerrill Lynch, (i) directly or indirectly, offer, pledge, sellselx, contract to xxxxrxxx xo sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or for the sale of, or lend or otherwise transfer or dispose of or transfer any share shares of Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with Common Stock or file or request or demand the filing of any registration statement under the 1933 Act with respect to any of the foregoing or cause or permit the registration, sale or other transfer of any of the foregoing pursuant to any registration statement which the Company has filed or may hereafter file under the 1933 Act (except that up to 6,991,888 shares of Common Stock which the Company has previously issued to acquire other businesses as described in the Prospectus under "Shares Eligible for Future Sale" may be transferred by the holders thereof pursuant to the First, Second or Third Shelf Registration Statement, subject, in the case of the SFC Shares, to the lock-up agreements referred to in Section 1(a)(xxvi) hereof), 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 any Common Stock or any securities convertible into or exercisable or exchangeable for or repayable with 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) the issuance of up to 1,000,000 shares (subject to adjustment for any Common Stock splits, Common Stock dividends, Common Stock combinations or similar events) of Common Stock to acquire other businesses so long as those shares are issued directly to the stockholders or other owners of those businesses and, prior to the issuance of any such shares, each recipient of any such shares executes and delivers to the Representatives an agreement in substantially the form of Exhibit C hereto, which agreement shall be in form and substance satisfactory to the Representatives and which agreement shall be applicable through and including the 90th day after the date of this Agreement, or (E) the issuance of the Notes and the 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 issuable upon conversion of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventNotes.]

Restriction on Sale of Common Stock. [During a period of [ ] 90 days from the date of the Prospectus, the Company and the Guarantors 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, Prospectus or (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: if (1) during the last 17 days of such [ ]-day the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (2) prior to the expiration of such [ ] 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-day period beginning on the last day of such [ ]-day the 90-day restricted 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 the Prospectus, the Company will not, without the prior written consent of the RepresentativesCitigroup Global Markets Inc., (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 for the sale of, or otherwise transfer or dispose of or transfer any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file file, or cause to be filed, any registration statement or prospectus 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, Prospectus or (D) any shares of the Common Stock issued or to be issued pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or (E) any shares of Common the purchase agreement dated the date hereof with respect to the Concurrent Stock issued to directors in lieu of directors’ fees, and any registration related theretoOffering. Notwithstanding the foregoing, if: if (1) during the last 17 days of such [ ]-day the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (2) prior to the expiration of such [ ] 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-day period beginning on the last day of such [ ]-day the 90-day restricted 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, as applicable, unless Citigroup Global Markets Inc. waive, in writing, such extension.]

Restriction on Sale of Common Stock. [During a period of [ ] ninety (90) days from the date of the ProspectusFinal Prospectus Supplement, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement or prospectus 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 or options to purchase Common Stock granted pursuant to any non-employee director stock plan or dividend reinvestment plan, and any registration related thereto or plan (E) any shares of Common Stock issued or sold in connection with any joint venture, partnering or other arrangement with any strategic investor or partner of the Company, (F) any shares of Common Stock issued or sold in connection with any acquisition made by the Company, or (G) any note issued to directors in lieu Medicis Pharmaceutical Corporation or any of directors’ feesits affiliates pursuant to the Settlement Agreement and Mutual Release dated January 12, 2005, by and among BioMarin Pharmaceutical Inc., BioMarin Pediatrics Inc., Medicis Pharmaceutical Corporation and Medicis Pediatrics, Inc. (f/k/a Ascent Pediatrics, Inc.) or any registration related theretosecurities issuable upon conversion of the principal amount of or interest under any such note, or (H) the Common Stock issued or to be issued pursuant to the purchase agreement dated the date hereof with respect to the Concurrent Stock Offering. Notwithstanding the foregoing, if: if (1) during the last 17 days of such [ ]-day the 90-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (2) prior to the expiration of such [ ] 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-day period beginning on the last day of such [ ]-day the 90-day restricted 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, as applicable, unless Xxxxxxx Xxxxx waives, in writing, such extension.]

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 thereto[ or][,] (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related theretothereto [or (F) any shares of Common Stock issued pursuant to the Merger Agreement]. 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 [ ] 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Xxxxxxx Xxxxx and Credit Suisse, on behalf of the RepresentativesUnderwriters, (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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of 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 Registration Statement, the General Disclosure Package and 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 Registration Statement, the General Disclosure Package and the Prospectus, and any registration related thereto, (D) any shares of Common Stock issued pursuant to any nonlong-employee director stock term incentive plan or dividend reinvestment planreferred to in the Registration Statement, the General Disclosure Package and any registration related thereto or the Prospectus, (E) the filing of a registration statement on Form S-8 relating to any long-term incentive plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (F) up to [·] shares of Common Stock issued or options to directors purchase up to [·] shares of Common Stock granted in lieu of directors’ fees, and any registration related thereto. Notwithstanding connection with the foregoing, if: (1) during the last 17 days of such [ ]-day period acquisition by the Company issues an earnings release or material news any of its subsidiaries of the securities, business, property or a material event relating other assets of another person or entity or pursuant to any plan assumed by the Company in connection with such acquisition; provided, however, that the person or entity to whom such Common Stock are issued shall be subject 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 set forth 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 eventSection 3(i).]

Restriction on Sale of Common Stock. [During a period of [ ] 60 days from the date of the ProspectusOffering Memorandum, the Company will not, without the prior written consent of the RepresentativesInitial Purchaser, (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, or to the following: (Bi) any transaction involving, including any repurchase, redemption or conversion of, the Notes or the Company’s 0.875% Senior Convertible Notes due 2013; (ii) any transaction involving any repurchase, redemption or conversion of the Preferred Stock; (iii) the exercise by executive officers and directors of the Company of outstanding options, warrants or other rights to purchase Common Stock, up to in the aggregate 500,000 shares of Common Stock, and the sale by such persons of the shares of such Common Stock; (iv) the issuance by the Company to its employees or directors of any options, warrants or other rights to purchase Common Stock or other equity awards in shares of Common Stock issued under any of the Company’s equity incentive or compensation plans; (v) transactions in Common Stock by executive officers and directors of the Company effected under any of the Company’s retirement, savings, deferred compensation or excess benefit plans; (vi) the acquisition of Common Stock by directors of the Company, either through (A) the deferral of retainer fees paid or payable to such directors pursuant to the Company’s stated director compensation policies and procedures, or (B) payments to such directors in shares of Common Stock from any of the Company’s deferred compensation plans, which payments arose from previously deferred director retainer fees; (vii) the purchase by the Company upon of call options, and the exercise sale by the Company of an option warrants, each in connection with convertible note hedge transactions that were entered into in connection with the sale of the Company’s 0.875% Senior Convertible Notes due 2013, and any transactions in the Company’s securities contemplated by such call options or warrant or warrants; (viii) the conversion vesting of a security shares of Common Stock pursuant to awards of restricted stock that were outstanding on the date hereof and referred to in of this Agreement, including the Prospectus, and any registration related thereto, (C) any shares sale of Common Stock issued or options subject to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans such awards by the recipient of the Company referred restricted stock award solely to in the Prospectus, and make estimated income tax payments with respect thereto; and (ix) any registration related thereto, statement filed with the SEC (DA) any shares of Common Stock on Form S-8 with respect to securities to be issued pursuant to any non-employee director stock benefit plan (as defined in Rule 405 under the 1933 Act) and (B) on Form S-4 with respect to any business combination or dividend reinvestment plan, and any registration related thereto or (E) any shares other acquisition 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 eventanother business.]

Restriction on Sale of Common Stock. [During a period of [ ] sixty (60) days from the date of the Prospectus, the Company will not, without the prior written consent of the RepresentativesRepresentative, (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 or prospectus 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 or options to purchase Common Stock granted pursuant to any non-non- employee director stock plan or dividend reinvestment plan, and any registration related thereto or plan (E) any shares of Common Stock issued or sold in connection with any joint venture, partnering or other arrangement with any strategic investor or partner of the Company (provided that the Representative receives a signed lock-up for the balance of the 60 day period with respect to directors any such shares of Common Stock so issued or sold), or (F) any shares of Common Stock issued or sold in lieu connection with any acquisition made by the Company (provided that the Representative receives a signed lock-up for the balance of directors’ fees, and the 60 day period with respect to any registration related theretosuch shares of Common Stock so issued or sold). Notwithstanding the foregoing, if: if (1) during the last 17 days of such [ ]-day the 60-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; occurs or (2) prior to the expiration of such [ ] the 60-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-day period beginning on the last day of such [ ]-day the 60-day restricted period, the restrictions imposed in this clause (jSection 3(i) 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 the Representative waives, in writing, such extension. Nothing in this Section 3(i) shall prevent the Company from filing any registration statements on Form S-8 relating to employee benefit plans or on Form S-4 relating to corporate reorganizations or other transactions under Rule 145 where the issuance of the securities being registered thereunder is explicitly permitted by this Section (3)(i).]

Restriction on Sale of Common Stock. [During a period of [ ] 90 days from the date of the Prospectusthis Agreement, the Company will not, without the prior written consent of the RepresentativesXxxxxxx 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 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 registration and sale issuance of the 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 conversion, exchange or repurchase of a security outstanding on the date hereof and referred to in the General Disclosure Package and the Prospectus, and any registration related thereto, (C) any the issuance of shares of Common Stock issued or the grant of options to purchase Common Stock granted pursuant to existing dividend reinvestment plans employee or employee director benefit plans of the Company referred to in the Prospectus, General Disclosure Package and any registration related theretothe 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 planplan 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) any shares of Common Stock or options to purchase Common Stock granted to consultants to the Company as compensation for their services to the Company so long as the recipient agrees to be bound for any remaining portion of such 90 day period on the above terms, (G) 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, and any registration related thereto or (EH) any shares of Common Stock issued in any business combination and registrations related thereto so long as the recipient agrees to directors in lieu of directors’ fees, and be bound for any registration related thereto. Notwithstanding the foregoing, if: (1) during the last 17 days remaining portion of such [ ]-day 90 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 eventabove terms.]

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 thereto[ or][,] (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related theretoregistration. 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 the ProspectusClosing Time, the Company will not, without the prior written consent of the RepresentativesUnderwriter, (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, the shares of the Company's Common Stock, $0.001 par value, to be sold under the Purchase Agreement dated the date hereof between the Company and Merrxxx Xxxcx, xxe Company's LYONx xxx 2019, the Company's LYONx xxx 2020 and shares issued upon conversion of any of the foregoing LYONx, (BX) 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, plan and any registration related thereto or (E) any shares of Common Stock issued pursuant 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 acquisition consummated pursuant to an agreement executed by 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 eventClosing Time.]

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 thereto, (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto, (F) any post-effective amendment to the Registration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462(d) under the 1933 Act, [(G) the issuance by the Company of shares of Common Stock pursuant to the Merger Agreement, or (H) the issuance by the Company of any shares of Common Stock as consideration for any other strategic acquisitions, provided, that (i) such issuance would not result in the issuance of shares in an amount greater than 5% of the Company’s then outstanding shares of Common Stock, (ii) the Company does not file a registration statement with respect to such shares prior to the expiration of the period set forth in this subsection ([l]) and (iii) the Representatives receive a signed lock-up agreement for the balance of the period set forth in this subsection ([l]) from each recipient of shares of Common Stock issued in connection with such an acquisition under this clause (H). Notwithstanding the foregoing, if: (1) during the last 17 days of such [ ]·-day period the Company issues releases earnings results in an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of such [ ] day ·-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such ·-day period or becomes aware that material news or a material event will occur during the 16-day-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 release of Company’s the earnings release results or the occurrence of the material news or material event.]

Restriction on Sale of Common Stock. [During a the period of [ ] beginning from the date hereof and continuing to and including the date 60 days from after the date of the ProspectusFinal Prospectus (the initial “Lock-Up Period”), the Company will notagrees not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Offered Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, shares of Common Stock or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the Underwriter’s prior written consent of consent. Notwithstanding the Representativesforegoing, the Company may (i) directly issue and sell capital stock or indirectlysecurities convertible into or exchangeable for capital stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan in effect on the date hereof that is described in the Registration Statement, (ii) issue capital stock issuable upon the conversion of securities outstanding on the date hereof or the exercise of warrants outstanding on the date hereof and described in the Registration Statement, (iii) file a registration statement with the Commission, or file a prospectus supplement relating to an effective registration statement, in respect of the Company’s 2.75% Senior Convertible Debentures due 2027 (the “Convertible Debentures”) outstanding and any Common Stock into which the Convertible Debentures are convertible and (iv) 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 partof, directly or indirectly, shares of capital stock in connection with an acquisition (whether through merger, share purchase, share exchange or otherwise) of a company, division, business or assets or strategic transactions, provided, that no registration statement is filed and no amendment or prospectus supplement relating to an effective registration statement is filed, with respect to such shares, prior to and including the economic consequence of ownership date that is 30 days after the date 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 Final 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 [ [______] 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 For the period of [ ] days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of the Representatives, (i) directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for any of its Common Stock (“Lock-Up Securities”): (1) offer, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (2) offer, sell, issue, contract to sell, or 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 Lock-Up Securities, (ii3) enter into any swap swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of Lock-Up Securities, (4) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the Common Stockmeaning of Section 16 of the Exchange Act or (5) file with the Commission a registration statement under the Act relating to Lock-Up Securities, whether or in each case publicly disclose the intention to take any such swap or transaction described in clause action, without the prior written consent of Credit Suisse Securities (USA) LLC, except for (i) or the offer and sale of the Shares, (ii) above is the filing of a registration statement on Form S-4 relating 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 that may be issued by in connection with an acquisition of another entity not in excess of a specified percentage of the Company’s issued and outstanding shares of Common Stock as of the date hereof set forth in a letter agreement dated as of the date hereof, between the Company upon and the exercise Representative and subject to any terms and conditions in such agreement, (iii) the filing of a registration statement on Form S-8 relating to the registration of shares of Common Stock that may be issued pursuant to equity plans described in the General Disclosure Package, (iv) grants of employee stock options or other equity-based awards pursuant to the terms of an option or warrant or the conversion of a security outstanding equity compensation plan in effect on the date hereof and referred described in the General Disclosure Package (including without limitation each such equity compensation plan listed as an exhibit to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2009) or issuances of Lock-Up Securities pursuant to the exercise of such options or other awards and (v) issuances pursuant to the exercise of the equity appreciation instrument issued to the FDIC in connection with the Acquisition. The Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Representatives consent 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 eventwriting.]

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 [ ] · days from the date of the Prospectus, the Company will not, and will not publicly disclose the intention to, 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 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 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 thereto, (E) any shares of Common Stock issued to directors in lieu of directors’ fees, and any registration related thereto. Notwithstanding , (F) any post-effective amendment to the foregoingRegistration Statement filed solely to add exhibits to the Registration Statement and which post-effective amendment becomes effective immediately upon filing with the Commission in accordance with Rule 462(d) under the 1933 Act, if: or [(1G) during the last 17 days of such [ ]-day period issuance by the Company issues of any shares of Common Stock as consideration for any strategic acquisitions, provided, that (i) such issuance would not result in the issuance of shares in an earnings release or material news or a material event relating to amount greater than 5% of the Company’s then outstanding shares of Common Stock, (ii) the Company occurs; or (2) does not file a registration statement with respect to such shares prior to the expiration of the period set forth in this subsection ([l]) and (iii) the Representatives receive a signed lock-up agreement for the balance of the period set forth in this subsection ([l]) from each recipient of shares of Common Stock issued in connection with 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 an acquisition under 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 eventG).]

Restriction on Sale of Common Stock. [During a period of [ ] 90 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, or to the following: (B1) any transaction involving, including any repurchase, redemption or conversion of, the Notes; (2) any transaction involving any repurchase, redemption or conversion of the Preferred Stock; (3) the exercise by executive officers and directors of the Company of outstanding options, warrants or other rights to purchase Common Stock, up to in the aggregate 500,000 shares of Common Stock, and the sale by such persons of the shares of such Common Stock; (4) the issuance by the Company to its employees or directors of any options, warrants or other rights to purchase Common Stock or other equity awards in shares of Common Stock issued under any of the Company’s equity incentive or compensation plans; (5) transactions in Common Stock by executive officers and directors of the Company effected under any of the Company’s retirement, savings, deferred compensation or excess benefit plans; (6) the acquisition of Common Stock by directors of the Company, either through (A) the deferral of retainer fees paid or payable to such directors pursuant to the Company’s stated director compensation policies and procedures, or (B) payments to such directors in shares of Common Stock from any of the Company’s deferred compensation plans, which payments arose from previously deferred director retainer fees; (7) the purchase by the Company upon of call options, and the exercise sale by the Company of an option warrants, each in connection with convertible note hedge transactions entered into in connection with the sale of the Securities, and any transactions in the Company’s securities contemplated by such call options or warrant or warrants; (8) the conversion vesting of a security shares of Common Stock pursuant to awards of restricted stock that were outstanding on the date hereof and referred to in of this Agreement, including the Prospectus, and any registration related thereto, (C) any shares sale of Common Stock issued or options subject to purchase Common Stock granted pursuant to existing dividend reinvestment plans or employee benefit plans such awards by the recipient of the Company referred restricted stock award solely to in the Prospectus, and make estimated income tax payments with respect thereto; and (9) any registration related thereto, statement filed with the SEC (DA) any shares of Common Stock on Form S-8 with respect to securities to be issued pursuant to any non-employee director stock benefit plan (as defined in Rule 405 under the 1933 Act) and (B) on Form S-4 with respect to any business combination or dividend reinvestment plan, and any registration related thereto or (E) any shares other acquisition 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 eventanother business.]