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

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 Merrxxx Xxxcx (x) 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 Securities to be sold under the U.S. Purchase Agreement or the International Purchase Agreement or the Securities to be sold under this Agreement, (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 Prospectuses or any Convertible Note, (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 Prospectuses, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, or (E) any shares of Common Stock issued in connection with a stock split involving the Common Stock approved by the board of directors and stockholders of the Company pursuant to applicable law.

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 Merrxxx Xxxcx Mxxxxxx Lxxxx, (xi) 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 Securities to be sold under hereunder, or to the U.S. Purchase Agreement or the International Purchase Agreement or the Securities to be sold under this Agreement, following: (Bi) any transaction involving, including any repurchase, redemption or conversion of, the Securities; (ii) the issuance by the Company to its employees or directors of 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 in effect as of the Closing Date; (iii) the purchase by the Company upon of call options, and the exercise sale by the Company of an option or warrant or warrants, each in connection with convertible note hedge transactions entered into in connection with the conversion sale of a security outstanding on the date hereof Securities, and referred to any transactions in the Prospectuses Company’s securities contemplated by such call options or any Convertible Note, warrants; (Civ) any shares of Common Stock issued or options registration statement filed with the SEC (A) on Form S-8 with respect to purchase Common Stock granted pursuant securities to existing employee benefit plans of the Company referred to in the Prospectuses, (D) any shares of Common Stock be issued pursuant to any non-employee director stock benefit plan (as defined in Rule 405 under the 1000 Xxx) and (B) on Form S-4 with respect to any business combination or dividend reinvestment plan, or (E) any shares other acquisition of Common Stock issued in connection with a stock split involving the Common Stock approved by the board of directors and stockholders of the Company pursuant to applicable law.another business; and

Restriction on Sale of Common Stock. During a For the period of 90 days from specified below (the date of the Prospectus“Lock-Up Period”), the Company will not, without the prior written consent of Merrxxx Xxxcx (x) directly or indirectly, take any of the following actions with respect to its shares of Common Stock or any securities convertible into or exchangeable or exercisable for any of its shares of Common Stock (“Lock-Up Securities”): (i) offer, pledgesell, sellissue, contract to sell, sell any option pledge or contract to purchaseotherwise dispose of Lock-Up Securities, purchase any option or (ii) offer, sell, issue, contract to sell, contract to purchase 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, (iiiii) 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, (iv) 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 1934 Act or (v) file with the Commission a registration statement under the 1933 Act relating to Lock-Up Securities, whether or publicly disclose the intention to take any such swap or transaction described in clause action, without the prior written consent of Credit Suisse Securities (iUSA) or LLC (ii“Credit Suisse”) above is to be settled by delivery of Common Stock or such other securitiesand Xxxxxxx Lynch, in cash or otherwisePierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”). The foregoing sentence shall not apply to (A) the Offered Securities to be sold under the U.S. Purchase Agreement or the International Purchase Agreement or the Securities to be sold under this Agreementhereunder, (B) any shares issuances of Common Stock issued by Lock-Up Securities pursuant to the Company upon conversion or exchange of convertible or exchangeable securities or the exercise of an option warrants or warrant or the conversion of a security options, in each case outstanding on the date hereof and referred to in the Prospectuses or any Convertible NoteStatutory Prospectus, (C) any grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and issuances of Lock-Up Securities pursuant to the exercise of such options and (D) up to an aggregate of 5% of the total outstanding shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred immediately following the completion of this offering of Offered Securities issued to licensors, licensees, collaborators, vendors, manufacturers, distributors, customers, lenders or other similar parties at a price greater than or equal to the then market price of the shares of Common Stock; provided, however, that in the Prospectuses, case of this subclause (D) any ), the recipients of such shares of Common Stock issued pursuant agree to any nonexecute a Lock-employee director stock plan Up Agreement in the form attached as Exhibit A hereto for the remainder of the term of the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 45 days after the date hereof or dividend reinvestment plansuch earlier date that Credit Suisse and Xxxxxxx Xxxxx consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (E2) any shares of Common Stock issued in connection with a stock split involving prior to the Common Stock approved by the board of directors and stockholders expiration of the initial Lock-Up Period, the Company pursuant announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Credit Suisse and Xxxxxxx Xxxxx waive, in writing, such extension. The Company will provide Credit Suisse and Xxxxxxx Xxxxx with notice of any announcement described in clause (2) of the preceding sentence that gives rise to applicable lawan extension of the Lock-Up Period.

Restriction on Sale of Common Stock. During a period of 90 30 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrxxx Xxxcx the Representatives, (xi) 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 or prospectus under the 1933 Act with respect to any of the foregoing (other than any registration on Form S-8 or on Form S-4 in connection with acquisitions of real property or real property companies) 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 Notes to be sold under the U.S. Purchase Agreement or the International Purchase Agreement or the Securities to be sold under this Agreementhereunder, (B) the issuance of the Underlying Securities upon conversion of the Notes, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion conversion, redemption or exchange of a security outstanding on the date hereof (including operating partnership units in the Operating Partnership) and referred to in the Prospectuses or any Convertible NoteRegistration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Stock Stock, shares of restricted stock, phantom shares, dividend equivalent rights or other equity-based awards, including long-term incentive units of the Operating Partnership in the Operating Partnership, issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the ProspectusesRegistration Statement, the General Disclosure Package and the Prospectus, (DE) transactions which occur by operation of the provisions of Article VII of the Company’s charter or (F) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planplan referred to in the Registration Statement, or (E) any shares of Common Stock issued in connection with a stock split involving the Common Stock approved by General Disclosure Package and the board of directors and stockholders of the Company pursuant to applicable lawProspectus.

Restriction on Sale of Common Stock. During a period of 90 30 days from the date of the Prospectus, the Company will not, without the prior written consent of Merrxxx Xxxcx the Representatives, (xi) 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 or prospectus under the 1933 Act with respect to any of the foregoing (other than any registration on Form S-8 or on Form S-4 in connection with acquisitions of real property or real property companies) 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 Notes to be sold under the U.S. Purchase Agreement or the International Purchase Agreement or the Securities to be sold under this Agreementhereunder, (B) the issuance of the Underlying Securities upon conversion of the Notes, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion conversion, redemption or exchange of a security outstanding on the date hereof (including operating partnership units in the Operating Partnership) and referred to in the Prospectuses or any Convertible NoteRegistration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Stock, shares of restricted stock, phantom shares, dividend equivalent rights or other equity-based awards, including long-term incentive units of the Operating Partnership in the Operating Partnership, issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the ProspectusesRegistration Statement, the General Disclosure Package and the Prospectus, (D) transactions which occur by operation of the provisions of Article VII of the Company’s charter or (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planplan referred to in the Registration Statement, or (E) any shares of Common Stock issued in connection with a stock split involving the Common Stock approved by General Disclosure Package and the board of directors and stockholders of the Company pursuant to applicable lawProspectus.

Restriction on Sale of Common Stock. During a period of 90 60 days from the date of the ProspectusFinal Offering Memorandum, the Company and its subsidiaries will not, without the prior written consent of Merrxxx Xxxcx Xxxxxxx Xxxxx, (xi) 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 Stock, par value $0.01 per share, of the Company or any securities convertible into or exercisable or exchangeable for 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, 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 or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold under hereunder or any shares of Common Stock issuable upon conversion of the U.S. Purchase Agreement or the International Purchase Agreement or the Securities to be sold under this AgreementSecurities, (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 Prospectuses Offering Memorandum or any Convertible Notethe Final Offering Memorandum (or in a document incorporated therein by reference), (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 Prospectuses, Offering Memorandum (or in a document incorporated therein by reference in the Offering Memorandum) or (D) any the entering into of, and the issuance of shares of the Company’s Common Stock issued pursuant to any nonthe terms of, the Convertible Note Hedge Confirmation and the Warrant Confirmation. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-employee director stock plan day restricted period the Company issues an earnings release or dividend reinvestment plan, material news or a material event relating to the Company occurs or (E2) any shares of Common Stock issued in connection with a stock split involving prior to the Common Stock approved by the board of directors and stockholders expiration of the 60-day restricted period, the Company pursuant 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 the 60-day restricted period, the restrictions imposed in this clause (g) shall continue to applicable lawapply 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 ProspectusOffering Memorandum, the Company will not, and will cause its directors and officers not to, without the prior written consent of Merrxxx Xxxcx Merrill Lynch, (xi) directly or indirectly, offer, pledge, sell, contract to sellcontraxx xx xexx, sell 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 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 Securities Notes to be sold under the U.S. Purchase Agreement or the International Purchase Agreement or the Securities to be sold under this Agreementhereunder, (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 Prospectuses or any Convertible NoteOffering Memorandum, (CD) 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 Prospectuses, Offering Memorandum or (DE) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan, or (E) any shares of Common Stock issued in connection with a stock split involving the Common Stock approved by the board of directors and stockholders of the Company pursuant to applicable law.

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 Merrxxx Xxxcx the Representatives, (xi) 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 Securities to be sold under hereunder, or to the U.S. Purchase Agreement or the International Purchase Agreement or the Securities to be sold under this Agreement, 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 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 Prospectuses or any Convertible Note, (C) any shares sale of Common Stock issued or options subject to purchase Common Stock granted pursuant to existing employee benefit plans such awards by the recipient of the Company referred restricted stock award solely to in the Prospectuses, make estimated income tax payments with respect thereto; and (D9) any shares of Common Stock registration statement filed with the SEC (A) 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, or (E) any shares other acquisition of Common Stock issued in connection with a stock split involving the Common Stock approved by the board of directors and stockholders of the Company pursuant to applicable lawanother business.