Restrictions on Further Issues or Sales. 16.1 Neither BIP nor any of its subsidiaries will, nor will any of them announce any intention to, directly or indirectly, for a period commencing on the date hereof and ending 60 days after the date hereof, without the prior written consent of the Representatives, acting reasonably, (i) offer or sell, or enter into an agreement to offer or sell any Units or other securities of BIP, or securities convertible into, exchangeable for, or otherwise exercisable into, any Units or other securities of BIP, other than (A) the issuance of RPUs pursuant to the Brookfield Investment; (B) for purposes of directors’, officers’ or employee incentive plans; (C) pursuant to BIP’s distribution reinvestment plan; (D) to satisfy existing BIP instruments issued at the date hereof; (E) Units issued in connection with an arm’s-length acquisition, merger, consolidation or amalgamation with any company or companies as long as the party receiving such Units agrees to be similarly restricted; (F) the issuance of Units pursuant to the redemption of outstanding RPUs; or (G) debt securities or Preferred Units not convertible into Units, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Units of BIP.
16.2 BAM will also agree not to offer, sell, contract to sell or otherwise dispose of any Units or RPUs (other than to an affiliate), agree to become bound to do so, or disclose to the public any intention to do so for a period commencing on the date hereof and ending 60 days after the date hereof, without the prior written consent of the Representatives, acting reasonably.
Restrictions on Further Issues or Sales. During the period commencing on the date hereof and ending 120 days after the Closing Date, it will not, directly or indirectly, without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of the foregoing, any additional Common Shares, equity securities or debt securities, or any securities convertible into or exchangeable for Common Shares, equity securities or debt securities, except in conjunction with (i) any equity securities which may be issued from time to time as agreed to in employee compensation agreements, (ii) any existing option/warrant obligations, (iii) the grant of stock options or other similar issuances pursuant to the share incentive plan(s) of the Company,
Restrictions on Further Issues or Sales. During the period commencing on September 23, 2018 and ending 90 days following the Closing Date, the Company will not, directly or indirectly, without the prior written consent of Beacon (such consent not to be unreasonably withheld or delayed), issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, any Common Shares or any securities convertible into or exchangeable or exercisable for Common Shares, other than issuances: (i) of the Initial Shares and Additional Shares pursuant to this Agreement; (ii) under existing director or employee stock options, bonus or purchase plans or similar share compensation arrangements as detailed in the Company’s most recently-filed management discussion and analysis; (iii) under director or employee stock options or bonuses granted subsequently in accordance with regulatory approval and in a manner consistent with the Company’s past practice; (iv) upon the exercise of convertible securities, warrants or options outstanding prior to September 23, 2018; or (v) pursuant to previously scheduled property payments and/or other corporate acquisitions.
Restrictions on Further Issues or Sales. The Corporation agrees that it will not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities, other than issuances in conjunction with: (i) the grant or exercise of stock options and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements, provided such options and others similar securities are granted or issued with an exercise price not less than the Offering Price; (ii) the exercise of outstanding warrants; (iii) any transaction with an arm’s length third party whereby the Corporation directly or indirectly acquires shares or assets of a business; and (iv) the issuance of securities to a strategic investor in connection with a private placement, from the date hereof and continuing for a period of 90 days from the Closing Date without the prior written consent of the Underwriter, such consent not to be unreasonably withheld.
Restrictions on Further Issues or Sales. 16.1 Neither the Partnership nor any of its subsidiaries will, nor will any of them announce any intention to, directly or indirectly, for a period commencing on the date hereof and ending 60 days after the Closing Date, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld, conditioned or delayed, (i) offer or sell, or enter into an agreement to offer or sell any Units or other securities of the Partnership, or securities convertible into, exchangeable for, or otherwise exercisable into, any Units or other securities of the Partnership, other than (A) the issuance of Units of BAM or its affiliate in connection with the concurrent private placement (B) for purposes of directors’, officers’ or employee incentive plans; (C) pursuant to the Partnership’s distribution reinvestment plan; (D) to satisfy any other currently outstanding instruments or other contractual commitments in relation to any transaction that has been disclosed in writing to the Underwriters; (E) Units issued in connection with an arm’s-length acquisition, merger, consolidation or amalgamation with any company or companies, as long as the party receiving such Units agrees to be similarly restricted; (F) the issuance of Units pursuant to the redemption of outstanding RPUs; or (G) debt securities, preferred limited partnership units or preferred shares not convertible into Units, (ii) file or cause to be filed, or make any demand for or exercise any right to file or cause to be filed, any registration statement with respect to the registration of any Units or securities convertible, exchangeable or exercisable into Units or other securities of the Partnership (other than in connection with (i)(E) or (i)(G) above), or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Units.
Restrictions on Further Issues or Sales. During the period commencing on the date hereof and ending 30 days following the Closing Date, the Corporation will not, directly or indirectly, without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, any additional Subordinate Voting Shares or any securities convertible into or exchangeable for Subordinate Voting Shares, other than issuances: (i) to satisfy rights or obligations under securities or other financial instruments of the Corporation existing and outstanding as of the date hereof; (ii) the issuance of securities in connection with arm’s length property or share acquisitions; or (iii) the grant of equity incentives in the normal course under existing equity incentive plans.
Restrictions on Further Issues or Sales. During the period commencing on the date of this Agreement and ending ninety (90) days following the Closing Date, the Company agrees that it will not, directly or indirectly, offer, issue, sell, grant, in any matter whatsoever, any Subordinate Voting Shares or other equity securities or other financial instruments convertible into, exchangeable for, or otherwise exercisable to acquire Subordinate Voting Shares or other equity securities of the Company, or announce any intention to do so, without the prior written consent of the Agent (such consent not to be unreasonably withheld), except, as applicable, in conjunction with: (i) the grant or exercise of stock options, restricted share units and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements that are in place on the date hereof; (ii) the exercise of outstanding warrants; (iii) obligations of the Company in respect of existing agreements (including, for greater certainty, conversion of the Company’s outstanding Proportionate Voting Shares); (iv) the issuance of securities by the Company in connection with acquisitions or credit facilities, in each case, disclosed in the Disclosure Record on or prior to the date hereof; or (v) the issuance and sale of the Initial Special Warrants and Additional Securities and the issuance and sale of the Units upon the deemed exercise of the Initial Special Warrants and Additional Securities, the issuance of the Unit Shares and Warrants and the issuance of the Warrant Shares upon the exercise of the Warrants.
Restrictions on Further Issues or Sales. 16.1 For a period of 30 days after the date of the Prospectus, BIP will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by BIP, or the General Partner or any controlled affiliate of BIP or the General Partner or any person in privity with BIP or the General Partner or any controlled affiliate of BIP or the General Partner, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or announce the offering, of any units of any class of capital stock of BIP (other than the Units) that is preferred as to the payment of distributions, or as to the distribution of assets upon any liquidation or dissolution of BIP, over the limited partnership units of BIP (including any units of any class of partnership interests of the Partnership (other than the Units) that ranks equally with the Units as to the payment of distributions or as to the distribution of assets upon any liquidation or dissolution of BIP (other than any of BIP’s Class A preferred limited partnership units that are issued upon re-classification in accordance with terms of the corresponding series of BIP’s outstanding Class A preferred limited partnership units, as described in the Prospectus)). For the avoidance of doubt, nothing contained in this Section 16 shall prohibit any disposition or offering by BIP, the General Partner, their respective controlled affiliates or any other person of BIP’s non-voting limited partnership units (“LP Units”) and securities convertible into, or otherwise exchangeable for, LP Units, including the filing (or participation in the filing) of a registration statement with the SEC or any prospectus in respect of LP Units and securities convertible into, or otherwise exchangeable for, LP Units, in each case, as contemplated by the Forms F-1 and F-3 (as amended from time to time) filed by BIP and Brookfield Infrastructure Corporation with the SEC.
Restrictions on Further Issues or Sales. During the period commencing on the date hereof and ending 60 days following the Closing Date, the Corporation will not, directly or indirectly, without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), enter into any agreement to issue or announce the issuance or proposed issuance of, any additional Common Shares or any securities convertible into or exchangeable for Common Shares, other than issuances: (i) to satisfy rights or obligations under securities or other financial instruments of the Corporation existing and outstanding as of the date hereof; (ii) the issuance of securities in connection with arm's length asset or share acquisitions; or (iii) the grant of equity incentives in the normal course under existing securities-based incentive plans that have been duly approved for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Corporation.
Restrictions on Further Issues or Sales. During the period commencing on the date hereof until 90 days following the Closing Date, the Corporation covenants that it shall not, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Corporation convertible or exercisable into Common Shares, other than in connection with: (i) the grant of stock options to directors, officers and employees of the Corporation pursuant to the terms of the current stock option plan of the Corporation; (ii) to satisfy existing instruments and agreements issued and outstanding as of the date hereof; or (iii) the deemed exercise of the Special Warrants, the conversion of the Convertible Debentures or the exercise of the Warrants, without the prior written consent of Canaccord Genuity, such consent not to be unreasonably withheld.
