Securities Sales. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company, except as disclosed in the Registration Statement.
Securities Sales. Except for the issuance of Offered Subscription Receipts, no REIT Entity shall, directly or indirectly, without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld, offer, sell or issue for sale or resale (or agree to, or announce, any intention to do so) any Units or any securities convertible into, or exchangeable or exercisable for Units, for a period commencing on the date hereof and ending on the date that is 90 days after the Closing Date, other than in connection with (i) any employee option or purchase plans; or (ii) any potential issuances or payments in Units agreed between the parties hereto or contemplated by the Prospectuses.
Securities Sales. Except for the issuance of Offered Units, no REIT Entity shall, directly or indirectly, without the prior written consent of the Lead Underwriter, on behalf of the Underwriters, such consent not to be unreasonably withheld, offer, sell or issue for sale or resale (or agree to, or announce, any intention to do so) any Units or any securities convertible into, or exchangeable or exercisable for Units, for a period commencing on the date hereof and ending on the date that is 90 days after the Closing Date, other than in connection with (i) any director or employee option or securities-based compensation plans; or (ii) any potential issuances or payments in Units agreed between the parties hereto or contemplated by the Prospectuses.
Securities Sales. During the period commencing on the date of this Agreement and ending on the date that is 90 days following the Closing Date, the REIT shall not, directly or indirectly, without the prior written consent of the Joint Bookrunners, on behalf of the Underwriters, which consent shall not be unreasonably withheld or delayed, (i) offer, create, issue, sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any REIT Units, financial instruments or any securities convertible into, or exercisable, exchangeable or redeemable for REIT Units, or agree or announce any intention to do any of the foregoing, in a public offering, by way of private placement or otherwise (except (a) the issuance of the Offered Units (including, for greater certainty, the Over-Allotment Units), (b) the issuance of the Private Placement Units, (c) pursuant to the Option Plan, the REIT's deferred unit incentive plan, any redemption of previously-issued Class B Units or any issuance of securities to arm's length vendors as full or partial consideration for the acquisition of assets, or (d) any issuance pursuant to a distribution reinvestment plan of the REIT), 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 REIT Units, whether any such transaction is to be settled by delivery of REIT Units, other securities, cash or otherwise.
Securities Sales. Except for the issuance of the Prospectus Debentures hereunder and the issuance of any Debenture Shares pursuant to the terms of the Indenture, the Corporation shall not, directly or indirectly, without the prior written consent of the Joint Bookrunners, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, issue, offer, sell, grant any option to purchase or otherwise dispose of (or announce any intention to do so) any Prospectus Debentures or Shares or any securities convertible into, or exchangeable or exercisable for Prospectus Debentures or Shares, for a period commencing on the date hereof and ending on the date that is 90 days after the Closing Date, except: (a) in conjunction with the grant, issuance, vesting or exercise of deferred share units, income deferred share units and other similar issuances pursuant to the Corporation’s deferred share incentive plan and other share compensation arrangements; (b) as required under the Corporation’s dividend reinvestment plan;
Securities Sales. Except for the issuance of Offered Units, no Material REIT Entity shall, directly or indirectly, without the prior written consent of the Lead Agents, on behalf of the Agents, such consent not to be unreasonably withheld, issue, sell, grant any option for the sale of or otherwise dispose of or monetize or offer (or agree to, or announce, any intention to do so) any equity securities, financial instruments or any securities convertible into, or exchangeable or exercisable for equity securities, for a period commencing on the date hereof and ending on the date that is 120 days after the Closing Date, except: (i) securities issued pursuant to the REIT LP's equity option plan and restricted unit plan; (ii) pursuant to the Over-Allotment Option; (iii) equity securities of a REIT Entity pursuant to existing obligations or in consideration for the acquisition of assets negotiated at arm’s length; and (iv) common shares, ROC Shares and class B shares of the US REIT as set forth in the Prospectus.
Securities Sales. 15.1 15.1 The REIT agrees not to issue, offer, sell, secure, pledge, grant any option, right or warrant to purchase or otherwise lend, transfer or dispose of (or agree to do any of such things or announce any intention to do any of such things) any units or other equity or voting securities of the REIT or any securities convertible into, or exchangeable or exercisable for, equity or voting securities of the REIT, or announce any intention to do so, until 60 days after the Closing Date without the prior consent of the Lead Underwriters, such consent not to be unreasonably withheld, other than:
(a) pursuant to the grant of options or other securities under any existing equity incentive plan of the REIT;
(b) pursuant to the exercise of the Over-Allotment Option; and
(c) pursuant to the rights and obligations of the REIT under outstanding securities or agreements as of the date hereof.
Securities Sales. 16.1 During the period commencing on the date of this Agreement and ending on the date that is 90 days following the Closing Date, the REIT shall not, directly or indirectly, without the prior written consent of the Joint Bookrunners, on behalf of the Underwriters, which consent shall not be unreasonably withheld or delayed,
(i) offer, create, issue, sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any REIT Units, financial instruments or any securities convertible into, or exercisable, exchangeable or redeemable for REIT Units, or agree or announce any intention to do any of the foregoing, in a public offering, by way of private placement or otherwise (except (a) the issuance of the Treasury Units (including, for greater certainty, the Over-Allotment Units), (b) pursuant to the Option Plan, the REIT's deferred unit incentive plan, any redemption of previously-issued Class B Units or any issuance of securities to arm's length vendors as full or partial consideration for the acquisition of assets, or (c) any issuance pursuant to a distribution reinvestment plan of the REIT), 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 REIT Units, whether any such transaction is to be settled by delivery of REIT Units, other securities, cash or otherwise.
16.2 During the period commencing on the date of this Agreement and ending on the date that is 120 days following the Closing Date, Welsh shall not (and shall cause its affiliates to not), directly or indirectly, without the prior written consent of the Joint Bookrunners, on behalf of the Underwriters, which consent shall not be unreasonably withheld or delayed, (i) offer, sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any REIT Units in a public offering, by way of private placement or otherwise (except for the sale of the Welsh Offered 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 REIT Units, whether any such transaction is to be settled by delivery of REIT Units, other securities, cash or otherwise.
Securities Sales. Except for the issuance of the Subscription Receipts and the issuance of the Underlying Common Shares pursuant to the Subscription Receipt Agreement, the Corporation shall not, directly or indirectly, without the prior written consent of the Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld, offer, sell or issue for sale or resale (or agree, or announce any intention, to do so) any equity securities or any securities convertible into, or exchangeable or exercisable for, equity securities, for a period commencing on the date hereof and ending on the date that is 120 days after the Closing Date, except (i) Common Shares and other related securities of the Corporation issued under the Corporation’s existing incentive, dividend reinvestment, shareholder rights and deferred unit plans; (ii) subscription receipts of the Corporation pursuant to the Cornerstone Private Placements and the issuance of Common Shares pursuant to the terms of those subscription receipts; or (iii) preferred shares of the Corporation to finance part of the Acquisition.
Securities Sales. The Company will not, without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld, during the period commencing on the signing of this Agreement and ending 90 days following the Closing Date, (i) offer, pledge, sell, contract to 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, lend or dispose of directly or indirectly, Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Shares or such other securities of the Company, whether any such transaction referred to in clauses (i) or (ii) of this paragraph is to be settled by delivery of Common Shares or such other securities of the Company, in cash or otherwise, other than (a) the sale of the Offered Securities as contemplated in this Agreement, (b) issuances of Common Shares in connection with the exercise of obligations outstanding as at the date hereof, (c) issuances under any of the Company’s incentive plans existing as at the date hereof, (d) issuance of securities as consideration in connection with bona fide arm’s-length acquisitions or debt financings by the Company, or (e) issuance of securities in connection with any licensing or commercial transaction with a bona fide third party.
