Common use of Stand Off Agreement Clause in Contracts

Stand Off Agreement. Without the written consent of KBCM and the Forward Seller, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares during the period beginning on the first Trading Day specified in any Transaction Notice delivered to KBCM or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the last Settlement Date with respect to Shares sold pursuant to such Transaction Notice (the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller, on behalf of the Company, pursuant to any Transaction Notice, if applicable), (ii) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, distribution reinvestment plan or other compensation plan of the Company or its subsidiaries, whether currently existing or adopted hereafter, (iii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Shares issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) Common Shares issuable by the Company upon settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares by the Forward Purchaser.

Stand Off Agreement. Without During the written consent of KBCM period beginning on the first (1st) Trading Day immediately prior to the date on which any Transaction Notice is delivered to Sales Agent or the Forward Seller and the Forward SellerPurchaser, as the case may be, hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Transaction Notice (each a “Stand Off Period”), the Company will not, without providing the Sales Agent, the Forward Seller and the Forward Purchaser, at least three (3) business days’ prior written notice, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock or securities convertible into or exchangeable for Common Shares Stock (other than Shares hereunder), warrants or any rights to purchase or acquire acquire, Common Shares during the period beginning on the first Trading Day specified in any Transaction Notice delivered to KBCM or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the last Settlement Date with respect to Shares sold pursuant to such Transaction Notice (the “Stand Off Period”)Stock; provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller, on behalf of the Company, Seller pursuant to any Transaction Notice, if applicable), (ii) Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director share stock option, incentive or benefit plan, share purchase or ownership planemployee stock purchase, long-term incentive plan, distribution deferred compensation plan or ownership plan or dividend reinvestment plan or other compensation (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company or its subsidiaries, whether currently existing or adopted hereafterCompany, (iii) Common Shares Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Shares Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) Common Shares Stock issuable by the Company upon settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares Stock by the Forward Seller or the Forward Purchaser. Upon receipt of any written notice contemplated above, the Sales Agent, Forward Seller or Forward Purchaser, as applicable, may suspend its activity under this Agreement for such period of time as deemed appropriate by such party.

Stand Off Agreement. Without the written consent of KBCM the Sales Agent and the Forward Seller, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares during the period beginning on the first Trading Day specified in any Transaction Notice delivered to KBCM the Sales Agent or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the last Settlement Date with respect to Shares sold pursuant to such Transaction Notice (the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller, on behalf of the Company, pursuant to any Transaction Notice, if applicable), (ii) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, distribution reinvestment plan or other compensation plan of the Company or its subsidiaries, whether currently existing or adopted hereafter, (iii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Shares issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) Common Shares issuable by the Company upon settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares by the Forward Purchaser.

Stand Off Agreement. Without the written consent of KBCM SCUSA and the Forward Seller, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares during the period beginning on the first Trading Day specified in any Transaction Notice delivered to KBCM SCUSA or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the last Settlement Date with respect to Shares sold pursuant to such Transaction Notice (the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller, on behalf of the Company, pursuant to any Transaction Notice, if applicable), (ii) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, distribution reinvestment plan or other compensation plan of the Company or its subsidiaries, whether currently existing or adopted hereafter, (iii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Shares issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) Common Shares issuable by the Company upon settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares by the Forward Purchaser.

Stand Off Agreement. Without the written consent of KBCM the Sales Agents, the Forward Sellers and the Forward SellerPurchasers, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock or securities convertible into or exchangeable for Common Shares Stock (other than Shares hereunder), warrants or any rights to purchase or acquire acquire, Common Shares Stock during the period beginning on the first (1) Trading Day specified in immediately prior to the date on which any Transaction Notice is delivered to KBCM or the Sales Agents, the Forward Seller Sellers and the Forward Purchaser, as the case may be, Purchasers hereunder and ending on the last first (1) Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Transaction Notice (the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the any Forward Seller, on behalf of the Company, Seller pursuant to any Transaction Notice, if applicable), (ii) Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any employee or director share stock option, incentive or benefit plan, share stock purchase or ownership plan, long-term incentive plan, distribution plan or dividend reinvestment plan or other compensation (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company or its subsidiaries, whether currently existing or adopted hereafterCompany, (iii) Common Shares Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Shares Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) Common Shares Stock issuable by the Company upon settlement of any Forward ContractConfirmation. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares Stock by the Forward PurchaserSellers or the Forward Purchasers. Any lock-up provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement.

Stand Off Agreement. Without the written consent of KBCM Sales Agent, the Forward Seller and the Forward SellerPurchaser, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock or securities convertible into or exchangeable for Common Shares Stock (other than Shares hereunder), warrants or any rights to purchase or acquire acquire, Common Shares Stock during the period beginning on the first (1st) Trading Day specified in immediately prior to the date on which any Transaction Notice is delivered to KBCM Sales Agent or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the last first (1st) Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Transaction Notice (the each a “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller, on behalf of the Company, Seller pursuant to any Transaction Notice, if applicable), (ii) Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director share stock option, incentive or benefit plan, share purchase or ownership planemployee stock purchase, long-term incentive plan, distribution deferred compensation plan or ownership plan or dividend reinvestment plan or other compensation (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company or its subsidiaries, whether currently existing or adopted hereafterCompany, (iii) Common Shares Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Shares Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) Common Shares Stock issuable by the Company upon settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares Stock by the Forward Seller or the Forward Purchaser. The settlement of Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.

Stand Off Agreement. Without the written consent of KBCM and the Forward SellerXxxxxx Xxxxxxx, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock or securities convertible into or exchangeable for Common Shares Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire acquire, Common Shares Stock during the period beginning on the first (1st) Trading Day specified in immediately prior to the date on which any Transaction Issuance Notice is delivered to KBCM or the Forward Seller and the Forward Purchaser, as the case may be, Xxxxxx Xxxxxxx hereunder and ending on the last first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Transaction Issuance Notice (the each a “Stand Off Period”); provided, however, that such restriction restrictions will not be required in connection with the Company’s issuance or sale of apply to (i) Issuance Shares shares of Common Stock issued upon the exercise of an option or a warrant or the conversion of a security outstanding before the commencement of the Stand Off Period (or issued during the Stand Off Period pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller, on behalf one of the Company, pursuant to any Transaction Notice, if applicablefollowing exceptions), (ii) Common Shares, the grant of options to purchase shares of Common Shares Stock or the issuance of shares of Common Shares issuable upon Stock, OP Units or any securities convertible into or exercisable for Common Stock by the exercise of options Company to employees, officers, directors, advisors or other equity awards consultants pursuant to any current or future director or employee or director share option, incentive equity or benefit plan, share (iii) shares of Common Stock purchased or sold under any current or future dividend reinvestment and stock purchase or ownership plan, long-term incentive plan, distribution reinvestment plan or other compensation plan of the Company or its subsidiaries, whether currently existing or adopted hereafter, (iii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) any shares of Common Shares issuable as Stock or OP Units issued upon redemption or exchange of OP Units, or (v) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock issued in full or partial consideration in connection with future acquisitions of business, assets or securities of other Persons and (v) Common Shares issuable by the Company upon strategic investments. The settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares by which have been sold pursuant to the Forward Purchaser.Alternative Sales Agency Agreements are permitted pursuant to this Section 4.09 without the consent of Xxxxxx Xxxxxxx;

Stand Off Agreement. Without the written consent of KBCM Sales Agent, the Forward Seller and the Forward SellerPurchaser, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock or securities convertible into or exchangeable for Common Shares Stock (other than Shares hereunder), warrants or any rights to purchase or acquire acquire, Common Shares Stock during the period beginning on the first (1st) Trading Day specified in immediately prior to the date on which any Transaction Notice is delivered to KBCM Sales Agent or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the last first (1st) Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Transaction Notice (the each a “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller, on behalf of the Company, Seller pursuant to any Transaction Notice, if applicable), (ii) Common SharesStock, options to purchase shares of Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any current or future employee or director share stock option, incentive or benefit plan, share purchase or ownership planemployee stock purchase, long-term incentive plan, distribution deferred compensation plan or ownership plan or dividend reinvestment plan or other compensation (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company or its subsidiaries, whether currently existing or adopted hereafterCompany, (iii) Common Shares Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Shares Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) Common Shares Stock issuable by the Company upon settlement of any Forward ContractConfirmation or other forward confirmations entered into by the Company in connection with the Underwriting Agreement, dated as of April 6, 2022, by and among AvalonBay Communities, Inc. and Mxxxxx Sxxxxxx & Co. LLC and J.X. Xxxxxx Securities LLC, in their capacity as underwriters, Mxxxxx Sxxxxxx & Co. LLC and J.X. Xxxxxx Securities LLC, in their capacity as forward sellers, and Mxxxxx Sxxxxxx & Co. LLC and JPMorgan Chase Bank, National Association, in their capacity as forward purchasers. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares Stock by the Forward Seller or the Forward Purchaser. The settlement of Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent.

Stand Off Agreement. Without the written consent of KBCM the Sales Agent and the Forward Seller, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares during the period beginning on the first Trading Day specified in any Transaction Notice delivered to KBCM the Sales Agent or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the last Settlement Date with respect to Shares sold pursuant to such Transaction Notice (the “Stand Off Period”); provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller, on behalf of the Company, pursuant to any Transaction Notice, if applicable)Confirmation Shares, (ii) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, distribution reinvestment plan or other compensation plan of the Company or its subsidiaries, whether currently existing or adopted hereafter, (iii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Shares issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) Common Shares issuable by the Company upon settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares by the Forward Purchaser.

Stand Off Agreement. Without the written consent of KBCM and the Forward SellerBNYCMI, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Common Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Shares (other than Shares hereunder)Stock, warrants or any rights to purchase or acquire acquire, Common Shares during the period beginning on the first third (3rd) Trading Day specified in immediately prior to the date on which any Transaction Issuance Notice is delivered to KBCM or the Forward Seller and the Forward Purchaser, as the case may be, BNYCMI hereunder and ending on the last third (3rd) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Transaction Notice (the “Stand Off Period”)Issuance Notice; provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (shares of Common Stock or the sale of Forward Hedge Shares by the Forward Seller, on behalf of the Company, pursuant to any Transaction Notice, if applicable), (ii) Common Shares, options to purchase shares of Common Shares or Common Shares issuable upon the exercise of options or other equity awards Stock, in either case pursuant to any employee or director share option, incentive stock option or benefit plan, share stock purchase or ownership plan, long-term incentive plan, distribution plan or dividend reinvestment plan or other compensation (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company or its subsidiaries, whether currently existing or adopted hereafterCompany, (iiiii) Common Shares Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, filings and (iviii) Common Shares Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) including, without limitation, Common Shares Stock issuable by upon redemption of partnership units. Except as expressly set forth in the immediately preceding sentence, nothing in this Agreement shall preclude the Company upon settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale from issuing or selling shares of Common Shares by Stock in connection with any offering or otherwise, or from entering into an agreement with a third party to issue Common Stock, whether pursuant to another standby equity distribution agreement or otherwise, in each case, subject to compliance with applicable law, including, without limitation, the Forward PurchaserSecurities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder.

Stand Off Agreement. Without the written consent of KBCM and the Forward SellerBNYMCM, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock or securities convertible into or exchangeable for Common Shares Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire acquire, Common Shares Stock during the period beginning on the first (1st) Trading Day specified in immediately prior to the date on which any Transaction Issuance Notice is delivered to KBCM or the Forward Seller and the Forward Purchaser, as the case may be, BNYMCM hereunder and ending on the last first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Transaction Issuance Notice (the each a “Stand Off Period”); provided, however, that such restriction restrictions will not be required in connection with the Company’s issuance or sale of apply to (i) Issuance Shares shares of Common Stock issued upon the exercise of an option or a warrant or the conversion of a security outstanding before the commencement of the Stand Off Period (or issued during the Stand Off Period pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller, on behalf one of the Company, pursuant to any Transaction Notice, if applicablefollowing exceptions), (ii) Common Shares, the grant of options to purchase shares of Common Shares Stock or the issuance of shares of Common Shares issuable upon Stock, OP Units or any securities convertible into or exercisable for Common Stock by the exercise of options Company to employees, officers, directors, advisors or other equity awards consultants pursuant to any current or future director or employee or director share option, incentive equity or benefit plan, share (iii) shares of Common Stock purchased or sold under any current or future dividend reinvestment and stock purchase or ownership plan, long-term incentive plan, distribution reinvestment plan or other compensation plan of the Company or its subsidiaries, whether currently existing or adopted hereafter, (iii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) any shares of Common Shares issuable as Stock or OP Units issued upon redemption or exchange of OP Units, or (v) any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock issued in full or partial consideration in connection with future acquisitions of business, assets or securities of other Persons and (v) Common Shares issuable by the Company upon strategic investments. The settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Shares by which have been sold pursuant to the Forward Purchaser.Alternative Sales Agency Agreements are permitted pursuant to this Section 4.09 without the consent of BNYMCM;