Common use of Restriction on Sale of Securities by the Company Clause in Contracts

Restriction on Sale of Securities by the Company. During a period of 30 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Underwriter (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 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 (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan or an amendment or replacement of an existing resale prospectus supplement filed pursuant to Rule 424(b)(7) with respect to the Company’s Registration Statement on Form S-3 (File No. 333-202799)) 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) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Xxxxxx Pacific Properties, Inc. and Xxxxxx Pacific Properties, L.P. 2010 Incentive Award Plan or the Xxxxxx Pacific Properties, Inc. Director Stock Plan, (B) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Prospectus, (C) shares of Common Stock, in the aggregate not to exceed 10% of the number of shares of Common Stock outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of shares of Common Stock issued in connection with such an acquisition shall be required to agree in writing not to sell, offer, dispose of or otherwise transfer any such shares during the remainder of the Lock-Up Period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), or (D) shares of Common Stock transferred in accordance with Article VI of the Company’s charter.

Restriction on Sale of Securities by the Company. During a period of 30 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Underwriter Xxxxxxx Xxxxx and Xxxxx Fargo (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 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 (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan or an amendment or replacement of an existing resale prospectus supplement filed pursuant to Rule 424(b)(7) with respect to the Company’s Registration Statement on Form S-3 (File No. 333-202799)plan) 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) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Xxxxxx Pacific Properties, Inc. and Xxxxxx Pacific Properties, L.P. 2010 Incentive Award Plan or the Xxxxxx Pacific Properties, Inc. Director Stock Plan, (B) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Prospectus, (C) shares of Common Stock, in the aggregate not to exceed 10% of the number of shares of Common Stock outstanding, issued in connection with other acquisitions of real property or real property companies; provided, provided however, that the recipients of shares of Common Stock issued in connection with such an acquisition shall be required to agree in writing not to sell, offer, dispose of or otherwise transfer any such shares during the remainder of the Lock-Up Period without the prior written consent of the Underwriter Xxxxxxx Xxxxx and Xxxxx Fargo (which consent may be withheld at the sole discretion of the UnderwriterXxxxxxx Xxxxx and Xxxxx Fargo), or (D) shares of Common Stock transferred in accordance with Article VI of the Company’s charter. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up 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 the 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 period beginning on the last day of the Lock-Up Period, the restrictions imposed in this subsection (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 Xxxxxxx Xxxxx and Xxxxx Fargo waive, in writing, such extension; provided, however, that no such extension will apply if (a) Xxxxxxx Xxxxx and Xxxxx Fargo determine, in their sole discretion, that each of the Underwriters meets the requirements set forth in paragraph (a)(1)(iii) of Rule 139 promulgated under the 1933 Act (“Rule 139”), and (b) within three business days prior to the 15th calendar day prior to the expiration date of the Lock-Up Period, the Company delivers a certificate, signed by the Chief Executive Officer or Chief Financial Officer of the Company, certifying on behalf of the Company that (i) the shares of Common Stock are “actively traded securities” (as defined in Regulation M), and (ii) the Company meets the requirements set forth in paragraph (a)(1) of Rule 139.

Restriction on Sale of Securities by the Company. During a period of 30 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Underwriter (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 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 (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan or an amendment or replacement of an existing resale prospectus supplement filed pursuant to Rule 424(b)(7) with respect to the Company’s Registration Statement on Form S-3 (File No. 333-202799)plan) 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) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Xxxxxx Pacific Properties, Inc. and Xxxxxx Pacific Properties, L.P. 2010 Incentive Award Plan or the Xxxxxx Pacific Properties, Inc. Director Stock Plan, (B) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Prospectus, (C) shares of Common Stock, in the aggregate not to exceed 10% of the number of shares of Common Stock outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of shares of Common Stock issued in connection with such an acquisition shall be required to agree in writing not to sell, offer, dispose of or otherwise transfer any such shares during the remainder of the Lock-Up Period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), or (D) shares of Common Stock transferred in accordance with Article VI of the Company’s charter.

Restriction on Sale of Securities by the Company. During a period of 30 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, the Company will not, without the prior written consent of the Underwriter Underwriter, (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 shares share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file file, amend or supplement any registration statement under the 1933 Act with respect to effecting any of the foregoing (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan or an amendment or replacement of an existing resale prospectus supplement filed pursuant to Rule 424(b)(7) other than with respect to the Company’s Registration Statement on Form S-3 (File No. 333-202799)Securities) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and issued under the Company’s existing employee benefit or stock-based compensation plans referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit or other stock-based compensation plans of the Xxxxxx Pacific Properties, Inc. and Xxxxxx Pacific Properties, L.P. 2010 Incentive Award Plan or Company referred to in the Xxxxxx Pacific Properties, Inc. Director Stock PlanProspectus, (BD) any shares of Common Stock issued by the Company pursuant to any non-employee director stock plan the dividends or dividend reinvestment plan referred distributions payable to holders of the Common Stock generally consistent with expectations disclosed by the Company in the ProspectusRegistration Statement, Prospectus and General Disclosure Package, (E) registration statement on Form S-8 or the registration of any securities referenced in clauses (B) or (C) shares of Common Stockabove, in the aggregate not to exceed 10% of the number of shares of Common Stock outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of (F) any shares of Common Stock issued in connection with such an acquisition shall be required to agree in writing not to sell, offer, dispose by the Company upon the conversion or redemption of or otherwise transfer any such shares during limited partnership interest issued by Cousins Properties LP and outstanding on the remainder of the Lock-Up Period without the prior written consent of the Underwriter (which consent may be withheld at the sole discretion of the Underwriter), or (D) shares of Common Stock transferred in accordance with Article VI of the Company’s charterdate hereof.

Restriction on Sale of Securities by the Company. During a period of 30 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Underwriter 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 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 (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan or an amendment or replacement of an existing resale prospectus supplement filed pursuant to Rule 424(b)(7) with respect to the Company’s Registration Statement on Form S-3 (File No. 333-202799)) 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) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to the Xxxxxx Pacific Properties, Inc. and Xxxxxx Pacific Properties, L.P. 2010 Incentive Award Plan or the Xxxxxx Pacific Properties, Inc. Director Stock Plan, (B) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Prospectus, (C) shares of Common Stock, in the aggregate not to exceed 10% of the number of shares of Common Stock outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of shares of Common Stock issued in connection with such an acquisition shall be required to agree in writing not to sell, offer, dispose of or otherwise transfer any such shares during the remainder of the Lock-Up Period without the prior written consent of the Underwriter Representatives (which consent may be withheld at the sole discretion of the UnderwriterRepresentatives), or (D) shares of Common Stock transferred in accordance with Article VI of the Company’s charter.