Common use of Restriction on Sale of Shares Clause in Contracts

Restriction on Sale of Shares. During a period of 30 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives (which will not be unreasonably withheld), (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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. 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 during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issuable pursuant to the Company’s Dividend Reinvestment Plan, or (C) any options to purchase Common Shares or Common Shares granted or issuable pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectus.

Restriction on Sale of Shares. During a period of 30 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives Xxxxxxx Xxxxx (which will not be unreasonably withheld), (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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. 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 during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issuable pursuant to the Company’s Dividend Reinvestment Plan, or (C) any options to purchase Common Shares or Common Shares granted or issuable pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectus.

Restriction on Sale of Shares. During a period of 30 60 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives Xxxxxx Xxxxxx (which will not be unreasonably withheld), (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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. 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 during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issuable issued pursuant to the Company’s Dividend Reinvestment Plan, Plan or (C) any options to purchase Common Shares or Common Shares granted or issuable withheld pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectus.

Restriction on Sale of Shares. During a period of 30 90 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives (which will not be unreasonably withheld)Xxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. 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 during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section 4 shall not apply to (A) the Shares to be sold hereunder, or (B) the Common Shares issuable pursuant to the Company’s Dividend Reinvestment Plan, or (C) any options to purchase Common Shares or Common Shares granted or issuable pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectusdividend reinvestment plan.

Restriction on Sale of Shares. During a period of 30 45 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives Xxxxxx Xxxxxx (which will not be unreasonably withheld), (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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. 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 during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issuable pursuant to the Company’s Dividend Reinvestment Plan, (C) any Common Shares issued to the limited partners of SBIC Fund II in exchange for their limited partnership interests, or (CD) any options to purchase Common Shares or Common Shares granted or issuable pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectus.

Restriction on Sale of Shares. During a period of 30 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives Representative (which will not be unreasonably withheld), (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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. 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 during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issuable pursuant to the Company’s Dividend Reinvestment Plan, or (C) any options to purchase Common Shares or Common Shares granted or issuable pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements (x) referred to in the ProspectusProspectus or (y) approved by the Company’s Board of Directors and shareholders thereafter.

Restriction on Sale of Shares. During a period of 30 180 days from the date of the Prospectus Supplement (the “Lock-Up Period”)Prospectus, the Company will not, without the prior written consent of the Representatives (which will not be unreasonably withheld)Joint Global Coordinators, (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 Common of, directly or indirectly, any Shares or ADSs or any securities convertible into or exercisable or exchangeable for Common Shares or file ADSs or file, or cause to be filed, any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common SharesShares or ADSs, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or ADSs or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) any Shares 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, (B) any Shares issued or options to purchase Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan of the Company, (D) Shares issued by the Company in connection with any stock split or (E) any Shares sold by the Company to shareholders holding less than one unit of 100 Shares. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock180-Up Period, 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 the Lock180-Up Periodday 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 period beginning on the last day of the Lock180-Up Periodday restricted period, the restrictions imposed by in this Agreement clause (x) 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. The restrictions in this Section shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issuable pursuant to the Company’s Dividend Reinvestment Plan, or (C) any options to purchase Common Shares or Common Shares granted or issuable pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectus.

Restriction on Sale of Shares. During a period of 30 180 days from the date of the Final Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives (which will not be unreasonably withheld)Xxxxxx Xxxxxx, (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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. 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 during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section 4 shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issuable issued pursuant to the Company’s Dividend Reinvestment Plandividend reinvestment plan, or (C) any options to purchase the Common Shares or Common Shares granted or issuable pursuant to issued in connection with the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the ProspectusFormation Transactions.

Restriction on Sale of Shares. During a period of 30 60 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives (which will not be unreasonably withheld)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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues issued an earnings release or a release regarding material news or a material event relating to the Company occursCompany; or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section shall not apply to (A) the Shares to be sold hereunder, (B) hereunder or the Common Shares issuable issued pursuant to the Company’s Dividend Reinvestment Plan, or (C) any options to purchase Common Shares or Common Shares granted or issuable pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectus.

Restriction on Sale of Shares. During a period of 30 180 days from the date of the Prospectus Supplement (the “Lock-Up Period”)Prospectus, the Company Fund will not, without the prior written consent of the Representatives (which will not be unreasonably withheld)Lxxxxx Brothers and Sxxxxx Xxxxxxxx, (iA) 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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or foregoing, (iiB) 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 Shares, whether any such swap or transaction described in clause (iA) or (iiB) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwiseotherwise or (C) publicly disclose the intention to do any of the foregoing. The foregoing sentence shall not apply to the Shares to be sold hereunder or the Common Shares issued pursuant to any dividend reinvestment plan. The Fund shall cause each officer and manager of the Fund set forth on Schedule 3(a)(x) hereto to furnish to the Representatives, prior to the initial Date of Delivery, letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”). Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company Fund issues an earnings release or material news or a material event relating to the Company occurs; Fund occurs or (2) prior to the expiration of the Lock-Up Period, the Company Fund announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Agreement in the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence announcement of the material news or the occurrence of the material event. The restrictions , unless Lxxxxx Brothers and Sxxxxx Xxxxxxxx, on behalf of the Underwriters, waive such extension in this Section shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issuable pursuant to the Company’s Dividend Reinvestment Plan, or (C) any options to purchase Common Shares or Common Shares granted or issuable pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectuswriting.

Restriction on Sale of Shares. During a period of 30 90 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives (which will not be unreasonably withheld)Underwriter, directly or indirectly, (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 any share of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares 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 SharesStock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. Notwithstanding The foregoing sentence shall not apply to (A) the foregoingShares to be sold hereunder, if (1B) 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, or (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus provided that such options shall not be vested and exercisable within the 90-day period referred to above. The Company also agrees that during the last 17 days of the Lock-Up Period, other than for the sale of Common Stock hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. In the event that either (i) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the 90-day restricted period and ends on the last day of the 90-day restricted 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 the Lock90-Up Periodday restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock90-Up Periodday restricted period, the restrictions imposed by this Agreement shall set forth herein will continue to apply until the expiration of the 18-day period beginning date that is 15 calendar days plus three (3) business days after the date on the issuance of which the earnings release is issued or the occurrence of the material news or material eventevent related to the Company occurs. The restrictions in this Section Company shall promptly notify Underwriter of any earnings releases, news or events that may give rise to an extension of the initial restricted period. Notwithstanding the foregoing, the Lock-Up Period shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issuable extended pursuant to the Company’s Dividend Reinvestment Planpreceding sentence if (i) the shares of Common Stock are “actively traded securities” as defined in Regulation M of the 1934 Act, or (Cii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 of the 1933 Act Regulations, in the manner contemplated by FINRA Conduct Rule 2711(f)(4) and (iii) the provisions of FINRA Conduct Rule 2711(f)(4) are not applicable to any options to purchase Common Shares or Common Shares granted or issuable pursuant research reports relating to the Company’s stock option, stock bonus, restricted stock Company published or other stock plan distributed by any of the Underwriters during the 15 days before or arrangements referred after the last day of the Lock-Up Period (before giving effect to in the Prospectussuch extension).

Restriction on Sale of Shares. During a period of 30 90 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives (which will not be unreasonably withheld)Xxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, announce the intention to sell, 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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. 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 during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section 4 shall not apply to (A) the Shares to be sold hereunder, or (B) the Common Shares issuable pursuant to the Company’s Dividend Reinvestment Plandividend reinvestment plan, if any, as it may be amended or (C) any options replaced from time to purchase Common Shares or Common Shares granted or issuable pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectustime.

Restriction on Sale of Shares. During a period of 30 90 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives (which will not be unreasonably withheld)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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues issued 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 during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section shall not apply to (A) the Shares to be sold hereunder, (B) hereunder or the Common Shares issuable issued pursuant to the Company’s Dividend Reinvestment Plan, or (C) any options to purchase Common Shares or Common Shares granted or issuable pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectus.

Restriction on Sale of Shares. During a period of 30 60 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representatives BB&T (which will not be unreasonably withheld), (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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares 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 Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. 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 during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement 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. The restrictions in this Section shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issuable issued pursuant to the Company’s Dividend Reinvestment Plan, Plan or (C) any options to purchase Common Shares or Common Shares granted or issuable withheld pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectus.