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 Offering Memorandum, the Company will not, and will cause its directors and officers not to, without the prior written consent of Merrill Lynch, (i) directly or indirectly, offer, pledge, sell, contraxx xx xexx, xell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Notes to be sold hereunder, (B) (i) transfers by officers or directors of the Company of shares of Common Stock or options to purchase Common Stock made as a bona fide gift or gifts, (ii) transfers by officers or directors of the Company of shares of Common Stock or options to purchase Common Stock made to any trust for the direct or indirect benefit of an officer or director of the Company or the immediate family of an officer or director of the Company, provided that the trustee of the trust agrees to be bound by the restrictions set forth in the first sentence of this Section 3(h), and provided further that any such transfer shall not involve a disposition for value, and (iii) notwithstanding (i) or (ii) above, the sale or transfer by an officer or director of the Company of a number of shares of Common Stock beneficially held by such officer or director, which when aggregated with those sold or transferred by the other officers and directors of the Company, does not exceed 150,000 shares, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Offering Memorandum, (D) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing reservations, agreements or employee benefit plans of the Company referred to in the Offering Memorandum or (E) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan.

Restriction on Sale of Common Stock. During a For the period of 90 days from specified below (the date of the Offering Memorandum“Lock-Up Period”), the Company will not, and will cause its directors and officers not to, without the prior written consent of Merrill Lynch, (i) directly or indirectly, offer, pledge, sell, contraxx xx xexx, xell take any option or contract of the following actions with respect to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any its shares of Common Stock or any securities convertible into or exchangeable or exercisable or exchangeable for any of its shares of Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or file any registration statement under the 1933 Act with respect to any otherwise dispose of the foregoing or Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) 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 Common StockLock-Up Securities, whether (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning 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, 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 Notes Offered Securities to be sold hereunder, (B) (i) transfers by officers issuances of Lock-Up Securities pursuant to the conversion or directors exchange of the Company of shares of Common Stock convertible or options to purchase Common Stock made as a bona fide gift exchangeable securities 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 warrants or warrant or the conversion of a security options, in each case outstanding on the date hereof and referred to in the Offering MemorandumStatutory Prospectus, (C) 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) any 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 reservations, agreements or 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 Offering Memorandum or case of this subclause (E) any D), the recipients of such shares of Common Stock issued pursuant agree to execute a Lock-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 such 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 (2) prior to the expiration of the initial Lock-Up Period, the Company 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 nonannouncement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-employee director stock plan or dividend reinvestment planUp Period.

Restriction on Sale of Common Stock. During a period of 90 30 days from the date of the Offering MemorandumProspectus, the Company will not, and will cause its directors and officers not to, without the prior written consent of Merrill Lynchthe Representatives, (i) directly or indirectly, offer, pledge, sell, contraxx xx xexxcontract to sell, xell 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 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 Notes to be sold hereunder, (B) (i) transfers by officers or directors the issuance 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 Underlying Securities upon conversion 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 sharesNotes, (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 Offering MemorandumRegistration Statement, the General Disclosure Package and the Prospectus, (DC) 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 reservations, agreements or employee benefit plans of the Company referred to in the Offering Memorandum Registration 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, the General Disclosure Package and the Prospectus.

Restriction on Sale of Common Stock. During a period of 90 30 days from the date of the Offering MemorandumProspectus, the Company will not, and will cause its directors and officers not to, without the prior written consent of Merrill Lynchthe Representatives, (i) directly or indirectly, offer, pledge, sell, contraxx xx xexxcontract to sell, xell 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 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 Notes to be sold hereunder, (B) (i) transfers by officers or directors the issuance 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 Underlying Securities upon conversion 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 sharesNotes, (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 Offering MemorandumRegistration Statement, the General Disclosure Package and the Prospectus, (D) 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 reservations, agreements or employee benefit plans of the Company referred to in the Offering Memorandum Registration Statement, the General Disclosure Package and the Prospectus, (E) transactions which occur by operation of the provisions of Article VII of the Company’s charter or (EF) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment planplan referred to in the Registration Statement, the General Disclosure Package and the Prospectus.

Restriction on Sale of Common Stock. During a period of 90 days from the date of the Offering MemorandumProspectus, the Company will not, and will cause its directors and officers not to, without the prior written consent of Merrill Lynch, Merrxxx Xxxcx (ix) directly or indirectly, offer, pledge, sell, contraxx xx xexxcontract to sell, xell 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 shares 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 Notes Securities to be sold hereunderunder the U.S. Purchase Agreement or the International Purchase Agreement or the Securities to be sold under this Agreement, (B) (i) transfers by officers or directors of the Company of shares of Common Stock or options to purchase Common Stock made as a bona fide gift or gifts, (ii) transfers by officers or directors of the Company of shares of Common Stock or options to purchase Common Stock made to any trust for the direct or indirect benefit of an officer or director of the Company or the immediate family of an officer or director of the Company, provided that the trustee of the trust agrees to be bound by the restrictions set forth in the first sentence of this Section 3(h), and provided further that any such transfer shall not involve a disposition for value, and (iii) notwithstanding (i) or (ii) above, the sale or transfer by an officer or director of the Company of a number of shares of Common Stock beneficially held by such officer or director, which when aggregated with those sold or transferred by the other officers and directors of the Company, does not exceed 150,000 shares, (C) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Offering MemorandumProspectuses or any Convertible Note, (DC) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing reservations, agreements or employee benefit plans of the Company referred to in the Offering Memorandum or Prospectuses, (ED) 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.