Common use of Restriction on Sale of Shares Clause in Contracts

Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representative, directly or indirectly, (i) 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s 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, hedge 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, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares 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 referred to in the Prospectus, (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any employee benefit plan of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above or (D) any shares of Common Stock to be issued in connection with the acquisition of Integrity. The Company also agrees that during 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 1933 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 and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of Integrity.

Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representative, directly or indirectly, (i) 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s 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, hedge 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, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares 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 referred to in the Prospectus, or (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any existing employee benefit plan plans of the Company referred to in the Prospectus provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above or (D) any shares of Common Stock to be issued in connection with the acquisition of Integrityabove. The Company also agrees that during 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 1933 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 plans. In the event that either (i) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 90-day restricted period and ends on the Registration Statement on Form S-4 last day of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the sale Company occurs, or (ii) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day restricted period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the earnings release is issued or the material news or event related to the Company occurs. The Company shall promptly notify the Representative 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 be extended pursuant to the preceding sentence if (i) the shares of Common Stock are “actively traded securities” as defined in connection with Regulation M of the acquisition 1934 Act, (ii) the Company meets the applicable requirements of Integrityparagraph (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 research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-Up Period (before giving effect to such extension).

Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativeRepresentatives, directly or indirectly, (i) 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s 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, hedge 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, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares 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 referred to in the Prospectus, or (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any existing employee benefit plan plans of the Company referred to in the Prospectus provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above or (D) any shares of Common Stock to be issued in connection with the acquisition of Integrityabove. The Company also agrees that during 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 1933 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 any registration statement on Form S-8 relating to employee benefit plans and the Registration Statement any registration statement on Form S-4 relating to concerning the sale of shares of Common Stock in connection with Merger Agreement and the acquisition of Integritytransactions contemplated thereby.

Restriction on Sale of Shares. During a period of 90 30 days from the date of the Prospectus (the “Lock-Up Period”)this Agreement, the Company will notnot (or publicly announce its intention to), without the prior written consent of the RepresentativeRepresentatives, (i) directly or indirectly, (i) 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, to purchase or otherwise transfer or dispose of or transfer any shares of the Company’s Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock, Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing (except for registration statements on Form S-8 to register Shares or other equity awards under the Equity Incentive Plans) or (ii) enter into any swap, hedge 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 StockShares, whether any such swap, hedge other agreement or other transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Offered Shares to be sold hereunderhereunder and the Shares issuable pursuant to the Forward Sale Agreements, (B) any shares Shares issuable pursuant to the Forward Sale Agreement dated as of Common Stock June 9, 2021, between the Company and Bank of America, N.A., (C) any Shares issuable pursuant to the Forward Sale Agreement dated as of June 9, 2021, between the Company and JPMorgan Chase Bank, National Association, (D) any Shares issuable pursuant to the Forward Sale Agreement dated as of June 9, 2021, between the Company and Wxxxx Fargo Bank, National Association, (E) 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 Registration Statement, the Time of Sale Information and the Prospectus, (CF) any shares of Common Stock Shares issued or options or other rights to purchase Shares granted pursuant to existing Equity Incentive Plans of the Company referred to in the Registration Statement, the Time of Sale Information and the Prospectus, or acquire shares of Common Stock granted or awarded (G) any Shares issued pursuant to any non-employee benefit director stock plan of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period dividend reinvestment plan referred to above or (D) any shares of Common Stock to be issued in connection with the acquisition of Integrity. The Company also agrees that during the Lock-Up Period, other than for the sale of Common Stock hereunderRegistration Statement, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 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 Time of Sale Information and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of IntegrityProspectus.

Restriction on Sale of Shares. During a period of 90 60 days from the date of the Prospectus (the “Lock-Up Period”)this Agreement, the Company will notnot (or publicly announce its intention to), without the prior written consent of the RepresentativeRepresentatives, (i) directly or indirectly, (i) 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, to purchase or otherwise transfer or dispose of or transfer any shares of the Company’s Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock, Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing (except for registration statements on Form S-8 to register Shares or other equity awards under the Equity Incentive Plans) or (ii) enter into any swap, hedge 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 StockShares, whether any such swap, hedge other agreement or other transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Offered Shares to be sold hereunderhereunder and the Shares issuable pursuant to the Forward Sale Agreements, (B) any shares Shares issuable pursuant to the Forward Sale Agreement dated as of Common Stock June 17, 2020, between the Company and JPMorgan Chase Bank, National Association, (C) any Shares issuable pursuant to the Forward Sale Agreement dated as of June 17, 2020, between the Company and Bank of America, N.A., (D) 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 Registration Statement, the Time of Sale Information and the Prospectus, (CE) any shares of Common Stock Shares issued or options or other rights to purchase Shares granted pursuant to existing Equity Incentive Plans of the Company referred to in the Registration Statement, the Time of Sale Information and the Prospectus or acquire shares of Common Stock granted or awarded (F) any Shares issued pursuant to any non-employee benefit director stock plan of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period dividend reinvestment plan referred to above or (D) any shares of Common Stock to be issued in connection with the acquisition of Integrity. The Company also agrees that during the Lock-Up Period, other than for the sale of Common Stock hereunderRegistration Statement, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 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 Time of Sale Information and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of IntegrityProspectus.

Restriction on Sale of Shares. During a period of 90 60 days from the date of the Prospectus (the “Lock-Up Period”), the Company will notnot (or publicly announce its intention to), without the prior written consent of the RepresentativeRepresentatives, (i) directly or indirectly, (i) 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, to purchase or otherwise transfer or dispose of or transfer any shares of the Company’s Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock, Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing (except for registration statements on Form S-8 to register Shares or other equity awards under the Equity Incentive Plans) or (ii) enter into any swap, hedge 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 StockShares, whether any such swap, hedge other agreement or other transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Offered Shares to be sold hereunderhereunder and the Shares issuable pursuant to the Forward Sale Agreements, (B) any shares of Common Stock 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 Registration Statement, the Time of Sale Information and the Prospectus, (C) any shares of Common Stock Shares issued or options or other rights to purchase or acquire shares of Common Stock Shares granted or awarded pursuant to any employee benefit plan existing Equity Incentive Plans of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above in the Registration Statement, the Time of Sale Information and the Prospectus or (D) any shares of Common Stock Shares issued pursuant to be issued any non-employee director stock plan or dividend reinvestment plan referred to in connection with the acquisition of Integrity. The Company also agrees that during the Lock-Up Period, other than for the sale of Common Stock hereunderRegistration Statement, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 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 Time of Sale Information and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of IntegrityProspectus.

Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representative, directly or indirectly, (i) 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s 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, hedge 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, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares 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 referred to in the Prospectus, (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any existing employee benefit plan plans of the Company referred to in the Prospectus provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above above, or (D) any shares of Common Stock to be issued in connection with pursuant to the acquisition terms of Integritythe Merger Agreement. The Company also agrees that during 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 1933 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 and the Registration Statement a registration statement on Form S-4 relating to concerning the sale of shares of Common Stock in connection with Merger Agreement and the acquisition of Integritytransactions contemplated thereby.

Restriction on Sale of Shares. During a period of 90 30 days from the date of the Prospectus (the “Lock-Up Period”)this Agreement, the Company will not, without the prior written consent of the RepresentativeRepresentatives, (i) directly or indirectly, (i) 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, to purchase or otherwise transfer or dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap, hedge 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, hedge swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise (whether such exercise is for cash or “cashless”), vesting or exchange of an option equity award (including, without limitation, options, restricted stock units or performance stock units), warrant or the conversion of a other convertible, exercisable, exchangeable or other security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options any securities or other rights awards (including, without limitation, options, restricted stock units or performance stock units) to purchase or acquire shares of Common Stock granted or awarded pursuant to any existing employee benefit plan plans of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period otherwise in equity compensation arrangements referred to above or in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to be issued any non-employee director stock plan or dividend reinvestment plan referred to in connection with the acquisition Registration Statement, the General Disclosure Package and the Prospectus, (E) the filing by the Company of Integrity. The Company also agrees that during a registration statement on Form S-8 or a successor form thereto covering the Lock-Up Period, other than for the sale registration of any shares of Common Stock hereunderor other securities issued under existing employee benefits plans of the Company described in the Registration Statement, the Company will not file General Disclosure Package and the Prospectus, (F) any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Act for any such transaction or which registers, or offers for sale, shares of Common Stock or any securities convertible into or exercisable exchangeable for, or exchangeable for that represent the right to receive, shares of Common StockStock issued in connection with any bona fide licensing, except for a registration statement on Form S-8 relating to employee benefit plans and commercialization, joint venture, technology transfer, acquisition, development collaboration or partnership or other strategic transaction, provided that the Registration Statement on Form S-4 relating to the sale aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue as described in connection with this clause (F) shall not exceed 5% of the acquisition total number of Integrity.shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement or (G) as the Company may be obligated to do so pursuant to the Registration Rights Agreement, dated as of August 8, 2019, by and between the Company and Berkshire Hathaway Inc.

Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representative, directly or indirectly, (i) 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 for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s 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, hedge 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, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares 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 referred to in the Prospectus, (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any existing employee benefit plan plans of the Company referred to in the Prospectus provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above above, or (D) any shares of Common Stock to be issued in connection with pursuant to the acquisition terms of Integritythe Merger Agreements. The Company also agrees that during 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 1933 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 any registration statement on Form S-8 relating to employee benefit plans and the Registration Statement any registration statement on Form S-4 relating to concerning the sale of shares of Common Stock in connection with Merger Agreements and the acquisition of Integritytransactions contemplated thereby.