Common use of Restriction on Sale of Shares Clause in Contracts

Restriction on Sale of Shares. During a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), the Transaction Entities will not, without the prior written consent of the 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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the Securities 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 (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. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Prospectus, (D) any Common Shares or Operating Partnership Units issued in connection with the formation of the Operating Partnership, (E) the Private Placement Shares, (F) Common Shares, in the aggregate not to exceed 10% of the number of Common Shares outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of Common Shares 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 Representatives (which consent may be withheld at the sole discretion of the Representatives), or (G) Common Shares transferred in accordance with Article IV 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 Section 4(j) 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.

Restriction on Sale of Shares. During a period of 180 90 days from the date of the Prospectus (the “Lock-Up Period”), the Transaction Entities Company will not, without the prior written consent of the Representatives (i) Representatives, 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 to purchase 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 transfer or dispose of or transfer any shares of the Company’s Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock, or file any registration statement under the Securities 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 (ii) 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 of ownership of the Common SharesStock, whether any such swap swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Shares Stock or such 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 Shares Stock issued by the Company upon the exercise or settlement 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 Shares Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any Common Shares issued pursuant to any nonProspectus provided that such options shall not be vested and exercisable within the 90-employee director stock plan or dividend reinvestment plan day period referred to in the Prospectus, (D) any Common Shares or Operating Partnership Units issued in connection with the formation of the Operating Partnership, (E) the Private Placement Shares, (F) Common Shares, in the aggregate not to exceed 10% of the number of Common Shares outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, above. The Company also agrees that the recipients of Common Shares 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 Representatives (which consent may be withheld at the sole discretion of the Representatives), or (G) Common Shares transferred in accordance with Article IV 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, other than for the sale of Common Stock hereunder, the Company announces that it will release earnings results not file any registration statement, preliminary prospectus or becomes aware that material news 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 material event will occur registration statement on Form S-8 relating to employee benefit plans. Notwithstanding the foregoing, the Company may, during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this Section 4(j) shall continue to apply until the expiration of the 18-day period beginning on enter into agreements providing for the issuance of the earnings release or the occurrence up to 10% of the material news outstanding shares of Common Stock of the Company in connection with the acquisition of, a joint venture with or material eventa merger with another company.

Restriction on Sale of Shares. During a period of 180 days from the date of the Prospectus (the “Lock-Up Period”), the Transaction Entities will not, without the prior written consent of the Representatives Representative (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 Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the Securities 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 (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. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Prospectus, (D) any Common Shares or Operating Partnership Units issued in connection with the formation of the Operating Partnership, (E) the Private Placement Shares, (F) Common Shares, in the aggregate not to exceed 10% of the number of Common Shares outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of Common Shares 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 Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), or (G) Common Shares transferred in accordance with Article IV 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 Section 4(j) 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.

Restriction on Sale of Shares. During a period of 180 days from The Purchaser covenants with the date of the Prospectus (the “Lock-Up Period”), the Transaction Entities will notCompany that, without the prior written consent of the Representatives Company, the Purchaser will not, during the period ending 180 days after the date of the execution of this Agreement (ithe “Restricted Period”), (1) 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 purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any Common Shares Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act), by the Purchaser or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Stock (including Series D Preferred Stock, Series E Preferred Stock or file any registration statement under the Securities Act with respect to any of the foregoing (except warrants or options convertible into or exercisable or exchangeable for a registration statement on Form S-8 relating to the Company’s equity incentive planCommon Stock) or (ii2) enter into any swap or any other agreement or any transaction arrangement that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common SharesStock, whether any such swap or transaction described in clause (i1) or (ii2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the Shares to be sold hereunderexecution of this Agreement, (Bprovided that no filing under Section 16(a) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus, (C) any Common Shares issued pursuant to any non-employee director stock plan Exchange Act shall be required or dividend reinvestment plan referred to in the Prospectus, (D) any Common Shares or Operating Partnership Units issued shall be voluntarily made in connection with the formation subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock (including shares of the Operating PartnershipSeries D Preferred Stock and Series E Preferred Stock) to limited partners or stockholders of the Purchaser; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (Ei) each donee or distributee shall sign and deliver a lock-up letter substantially to the Private Placement Shares, effect of this Section 5.1 and (Fii) Common Shares, in the aggregate not to exceed 10% no filing under Section 16(a) of the number Exchange Act, reporting a reduction in beneficial ownership of shares of Common Shares outstandingStock, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of Common Shares 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 shall be voluntarily made during the remainder of the Lock-Up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Restricted Period, or (Gd) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Shares transferred in accordance with Article IV Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company’s charter. Notwithstanding Purchaser regarding the foregoingestablishment of such plan, if (1) such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the last 17 days Restricted Period. The Purchaser also agrees and consents to the entry of stop transfer instructions with the Purchaser’s transfer agent and registrar against the transfer of the Lock-Up Period Purchaser’s shares except in compliance with 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 Section 4(j) 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 eventforegoing restrictions.

Restriction on Sale of Shares. During a period of 180 45 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, the Transaction Entities Company will not, without the prior written consent of the Representatives MS and BofA, (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 Common Ordinary Shares or any securities shares convertible into or exercisable or exchangeable for Common Ordinary Shares or file any registration statement under the Securities 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 (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 Ordinary Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Ordinary Shares or such other securitiesshares, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any Common Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a share or note outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Ordinary Shares issued or options to purchase Common Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any Common Ordinary Shares issued by the Company in connection with the Concurrent Placement or (E) any Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Prospectus, (D) any Common Shares or Operating Partnership Units issued in connection with the formation of the Operating Partnership, (E) the Private Placement Shares, (F) Common Shares, in the aggregate not to exceed 10% of the number of Common Shares outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of Common Shares 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 Representatives (which consent may be withheld at the sole discretion of the Representatives), or (G) Common Shares transferred in accordance with Article IV 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 PeriodRegistration Statement, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during General Disclosure Package and the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed in this Section 4(j) 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 eventProspectus.

Restriction on Sale of Shares. During a period of 180 90 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, the Transaction Entities Company will not, without the prior written consent of the Representatives 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 Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or file any registration statement under the Securities 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 (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. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Shares 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 Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Shares Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any shares of Common Shares Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any Common Shares or Operating Partnership Units issued in connection with the formation of the Operating Partnership, (E) the Private Placement Sharesfiling by the Company of a registration statement with the Commission on Form S-8 in respect of any shares or other equity instruments issued pursuant to any plans or programs described in (C) or (D) above, or (F) the sale or issuance of or entry into an agreement to sell or issue Common SharesStock or securities convertible into or exercisable or exchangeable for Common Stock in connection with any (1) mergers, in (2) acquisition of securities, businesses, property or other assets, (3) joint ventures or (4) strategic alliances or relationships; provided, that the aggregate number 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 pursuant to this clause (G) shall not to exceed 105% of the total number of Common Shares outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of Common Shares 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 Representatives (which consent may be withheld at the sole discretion of the Representatives), or (G) Common Shares transferred in accordance with Article IV of the Company’s charter. Notwithstanding Common Stock issued and outstanding immediately following the foregoing, if (1) during the last 17 days completion of the Lock-Up Period the Company issues an earnings release transactions contemplated by this Agreement; and provided further, that each recipient of Common Stock or material news securities convertible into or a material event relating exercisable for Common Stock pursuant to the Company occurs, or this clause (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 Section 4(jG) shall continue to apply until execute a lock-up agreement substantially in the expiration form of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.Exhibit A hereto. ​

Restriction on Sale of Shares. During a period of 180 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, the Transaction Entities Company will not, without the prior written consent of the Representatives Xxxxxx Xxxx LLC, (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 of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the Securities 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 (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. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of security outstanding on the date hereof and referred to in the Prospectus, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or pursuant to any new employee benefit plan of the Company created subsequent to the date of this Agreement, provided that any such Common Shares or options issued or granted pursuant to any such new employee benefit plan, in each case, may not be sold or exercised, as the case may be, during the period of 180 days from the date of the Prospectus, (CD) any Common Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Prospectus, (DE) any Common Shares issued pursuant to agreements referenced in the Registration Statement. In addition, the Company shall exercise its rights under the Vysis, Inc. 1996 Stock Incentive Plan (and under each agreement entered into thereunder providing for the granting of any option or Operating Partnership Units issued in connection with other purchase right) to cause each recipient of any options or purchase rights granted thereunder to desist from selling or otherwise transferring any Common Shares acquired by such person upon exercise of any such option or purchase right for a period of 180 days from the formation date of the Operating PartnershipProspectus, (E) and the Private Placement Shares, (F) Common Shares, in the aggregate Company agrees not to exceed 10% of the number of Common Shares outstanding, issued in connection with other acquisitions of real property or real property companies; provided, however, that the recipients of Common Shares issued in connection with such an acquisition shall be required to agree in writing not to sell, offer, dispose of or otherwise transfer grant any such shares during the remainder of the Lock-Up Period waiver therefrom without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), or (G) Common Shares transferred in accordance with Article IV 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 Section 4(j) 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 eventXxxxxx Xxxx LLC.

Restriction on Sale of Shares. During a period of 180 45 days from the date of the Prospectus (the “Lock-Up Period”), the neither Transaction Entities will notEntity will, without the prior written consent of the Representatives 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 lend or otherwise transfer or dispose of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares (including, without limitation, OP Units) or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (except for a registration statement on Form S-8 relating or publicly announce the intention to do any of the Company’s equity incentive plan) 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 swap, other agreement 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. The foregoing sentence shall not apply to (A) the Top-Up Shares to be sold by the Company hereunder, (B) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security, in each case outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (CD) any Common Shares issued pursuant to any non-employee director stock trustee share plan or dividend distribution reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DE) the filing of any registration statement on Form S-8 to register Common Shares pursuant to any equity incentive plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (F) the entry into the Forward Sale Agreements and issuance and delivery of Common Shares pursuant to the Forward Sale Agreements and the issuance of OP Units related thereto, (G) the issuance and delivery of Common Shares and other actions under the forward sale agreements listed on Schedule D hereto, (H) the issuance and delivery of Common Shares to the Sellers and issuance of OP Units related thereto as contemplated by the Transaction Agreement or (I) any Common Shares or Operating Partnership Units issued in connection with the formation of the Operating Partnership, (E) the Private Placement Shares, (F) Common SharesOP Units, in the aggregate not to exceed 105% of the number of Common Shares and OP Units outstanding, issued in connection with equity awards made pursuant to the Company’s equity award plans in effect as of the date hereof or other acquisitions of real property or real property companies; provided, however, that the recipients of Common Shares or OP Units 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 Common Shares or OP Units during the remainder of the Lock-Up Period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), or (G) Common Shares transferred in accordance with Article IV of the Company’s charter. Notwithstanding the foregoing, if the Company may establish or amend a trading plan pursuant to Rule 10b5-1 under the 1934 Act for the transfer of Common Shares, provided that (1i) such plan does not provide for the transfer of Common Shares during the last 17 days of the Lock-Up Period and (ii) to the extent a public announcement or filing under the 1934 Act, if any, is required of or voluntarily made by or on behalf of the Company issues an earnings release regarding the establishment or material news amendment of such plan, such announcement or filing shall include a material event relating statement to the Company occurs, or (2) prior to the expiration effect that no transfer of Common Shares may be made under such plan during 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 Section 4(j) 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.