Common use of Volume Limitation Clause in Contracts

Volume Limitation. Except as provided in the last sentence of this paragraph, without the prior written approval of the Company, which shall not be unreasonably withheld or delayed, so long as the Holders hold in excess of 1.0% of the issued and outstanding Common Shares (including for purposes of such determination (in both the numerator and the denominator), the Common Shares that may be issued to the Holders upon the presentation of Units for redemption but not including Common Shares underlying any other Units, options or other derivative securities), the Holders shall not, collectively, Dispose of more than the Volume Limit Number of Common Shares in any one hundred eighty (180) day consecutive period, and the Company may place a restrictive legend on any Common Shares issued upon conversion of Common Units for the purpose of monitoring compliance with this provision. In determining the number of Common Shares that have been Disposed in any one hundred eighty (180) day consecutive period for purposes of the previous sentence, there shall be excluded any Dispositions of Common Shares which are exempt from registration (and are not registered) under the Securities Act and any block trades of Common Shares executed outside of the normal New York Stock Exchange trading of Common Shares and which, in either case, are taken by the transferee subject to the continued restrictions in this agreement. The Company agrees to maintain records of transfers by the Holders of which the Holders inform the Company and upon any inquiry by a Holder will provide up-to-date information as to the Volume Limit Number of Common Shares remaining at any time as of any specified date based on such information. Notwithstanding the foregoing, (i) any sales of Common Shares made pursuant to a firm commitment underwriting may, when aggregated with prior sales by the Holders during the previous one hundred seventy-nine (179) days, exceed the Volume Limit Number but not the Underwriting Limit Number of Common Shares and (ii) this paragraph shall not prevent the Holders from Disposing of Shares in connection with a tender or exchange offer made to all holders of Common Shares. The provisions of the prior paragraph shall not apply to sales by the Holders at any time that the Company is in default in paying quarterly distributions on Series One Preferred Units when due, and such suspension shall remain in effect until all accumulated distributions on the Series One Preferred Units have been paid.

Volume Limitation. Except as provided Should the Company launch an initial public offering ("IPO"), the Company shall sell all shares to be sold in the last sentence IPO, excluding those shares to be sold pursuant to the exercise, if any, of the underwriters' over-allotment option to purchase additional shares of common stock within 30 days from the date of the final prospectus pertaining to the Company's IPO (the "Green Shoe"). The Company and Xx. Xxxx agree, that should the Green Shoe be exercised, all shares to be sold pursuant to the underwriters' exercise of the Green Shoe, shall be those shares held by the Founders (for purposes herein the term "Founders" refers to Xxxxx X. Xxxxx, Xxxxxxx Xxxxxx and Xxxxx X. Xxxx). Xx. Xxxx and the other Founders have executed a lockup agreement with Xxxxxxx Xxxxx & Co. and other representatives of the underwriters (the "Xxxxxxx Xxxxx Lockup"). The Company acknowledges that it is not a party to the Xxxxxxx Xxxxx Lockup and that it shall not have any rights to enforce the Xxxxxxx Xxxxx Lockup. Separate and apart from the Xxxxxxx Xxxxx Lockup, Xx. Xxxx and the other Founders agree that the number of shares the Founders can sell during the 180 day period following the date which is 180 days from the date of the Purchase Agreement related to the IPO (the "Additional Lockup"), will be limited (the "Volume Limitation Period"). The terms of the Volume Limitation Period are as follows: (a) The Founders will be limited to the sale of an aggregate of 2,462,250 shares during the Volume Limitation Period. The Founders shall be solely responsible for allocating the number of shares each Founder will be permitted to sell during the Volume Limitation Period. Shares sold under this paragraphprovision may be sold in only broadly distributed underwritten public offerings or normal Rule 144 open market transactions. (b) As long as Xx. Xxxx maintains ownership in the Company Xx. Xxxx shall also be bound by the following restrictions: (i) to not knowingly sell his shares of the Company stock to a person or group who, without the prior written approval as a result of such sale, would own 5% or more of the Company's outstanding stock or to directly or indirectly solicit any person or group to purchase from him or any other Founder shares in the Company if such person or group, which shall not be unreasonably withheld as a result of such purchase, would own 5% or delayed, so long as the Holders hold in excess of 1.0% more of the issued and Company's outstanding Common Shares (including for purposes of such determination (in both the numerator and the denominator), the Common Shares that may be issued to the Holders upon the presentation of Units for redemption but not including Common Shares underlying any other Units, options or other derivative securities), the Holders shall not, collectively, Dispose of more than the Volume Limit Number of Common Shares in any one hundred eighty (180) day consecutive period, and the Company may place a restrictive legend on any Common Shares issued upon conversion of Common Units for the purpose of monitoring compliance with this provision. In determining the number of Common Shares that have been Disposed in any one hundred eighty (180) day consecutive period for purposes of the previous sentence, there shall be excluded any Dispositions of Common Shares which are exempt from registration (and are not registered) under the Securities Act and any block trades of Common Shares executed outside of the normal New York Stock Exchange trading of Common Shares and which, in either case, are taken by the transferee subject to the continued restrictions in this agreement. The Company agrees to maintain records of transfers by the Holders of which the Holders inform the Company and upon any inquiry by a Holder will provide up-to-date information as to the Volume Limit Number of Common Shares remaining at any time as of any specified date based on such information. Notwithstanding the foregoing, (i) any sales of Common Shares made pursuant to a firm commitment underwriting may, when aggregated with prior sales by the Holders during the previous one hundred seventy-nine (179) days, exceed the Volume Limit Number but not the Underwriting Limit Number of Common Shares and stock; and (ii) this paragraph shall to not prevent the Holders from Disposing of Shares in connection with a tender or exchange offer made to all holders of Common Shares. The provisions knowingly sell his shares of the prior Company stock to a Company competitor (as defined in paragraph shall 8.1) or to directly or indirectly solicit any competitor (as defined in paragraph 8.1) to purchase from him shares in the Company; and (iii) to not apply to sales by the Holders at any time that the Company is in default in paying quarterly distributions on Series One Preferred Units when dueengage in, and such suspension shall remain in effect until all accumulated distributions on the Series One Preferred Units have been paidor support, a hostile proxy solicitation.

Volume Limitation. Except as provided in the last sentence of this paragraph, without the prior written approval of the Company, which shall not be unreasonably withheld or delayed, so long as the Holders hold in excess of 1.0% of the issued and outstanding Common Shares (including for purposes of such determination (in both the numerator and the denominator), the Common Shares that may be issued to the Holders upon the presentation of Common Units and/or any other Units (including Series One Preferred Units) issued pursuant to the Source Agreements, for redemption but not including Common Shares underlying any other Unitsunits of limited partnership interest in the Partnership, options or other derivative securities), the Holders shall not, collectively, Dispose of more than the Volume Limit Number of Common Shares in any one hundred eighty (180) day consecutive period, and the Company may place a restrictive legend on any Common Shares issued upon conversion of Common Units for the purpose of monitoring compliance with this provision. In determining the number of Common Shares that have been Disposed in any one hundred eighty (180) day consecutive period for purposes of the previous sentence, there shall be excluded any Dispositions of Common Shares which are exempt from registration (and are not registered) under the Securities Act and any block trades of Common Shares executed outside of the normal New York Stock Exchange trading of Common Shares and which, in either case, are taken by the transferee subject to the continued restrictions in this agreement. The Company agrees to maintain records of transfers by the Holders of which the Holders inform the Company and upon any inquiry by a Holder will provide up-to-date information as to the Volume Limit Number of Common Shares remaining at any time as of any specified date based on such information. Notwithstanding the foregoing, (i) any sales of Common Shares made pursuant to a firm commitment underwriting may, when aggregated with prior sales by the Holders during the previous one hundred seventy-nine (179) days, exceed the Volume Limit Number but not the Underwriting Limit Number of Common Shares and (ii) this paragraph shall not prevent the Holders from Disposing of Shares in connection with a tender or exchange offer made to all holders of Common Shares. The provisions of the prior paragraph shall not apply to sales by the Holders at any time that the Company is in default in paying quarterly distributions on Series One Preferred Units when due, and such suspension shall remain in effect until all accumulated distributions on the Series One Preferred Units have been paid.

Volume Limitation. Except as provided Should the Company launch an initial public offering ("IPO"), the Company shall sell all shares to be sold in the last sentence IPO, excluding those shares to be sold pursuant to the exercise, if any, of the underwriters' over-allotment option to purchase additional shares of common stock within 30 days from the date of the final prospectus pertaining to the Company's IPO (the "Green Shoe"). The Company and Xx. Xxxxx agree, that should the Green Shoe be exercised, all shares to be sold pursuant to the underwriters' exercise of the Green Shoe, shall be those shares held by the Founders (for purposes herein the term "Founders" refers to Xxxxx X. Xxxxx, Xxxxxxx Xxxxxx and Xxxxx X. Xxxx). Xx. Xxxxx and the other Founders have executed a lockup agreement with Xxxxxxx Xxxxx & Co. and the other representatives of the underwriters (the "Xxxxxxx Xxxxx Lockup"). The Company acknowledges that it is not a party to the Xxxxxxx Xxxxx Lockup and that it shall not have any rights to enforce the Xxxxxxx Xxxxx Lockup. Separate and apart from the Xxxxxxx Xxxxx Lockup, Xx. Xxxxx and the other Founders agree that the number of shares the Founders can sell during the 180 day period following the date which is 180 days from the date of the Purchase Agreement related to the IPO (the "Additional Lockup"), will be limited (the "Volume Limitation Period"). The terms of the Volume Limitation Period are as follows: (a) The Founders will be limited to the sale of an aggregate of 2,462,250 shares during the Volume Limitation Period. The Founders shall be solely responsible for allocating the number of shares each Founder will be permitted to sell during the Volume Limitation Period. Shares sold under this paragraphprovision may be sold in only broadly distributed underwritten public offerings or normal Rule 144 open market transactions. (b) As long as Xx. Xxxxx maintains ownership in the Company Xx. Xxxxx shall also be bound by the following restrictions: (i) to not knowingly sell his shares of the Company stock to a person or group who, without the prior written approval as a result of such sale, would own 5% or more of the Company's outstanding stock or to directly or indirectly solicit any person or group to purchase from him or any other Founder shares in the Company if such person or group, which shall not be unreasonably withheld as a result of such purchase, would own 5% or delayed, so long as the Holders hold in excess of 1.0% more of the issued and Company's outstanding Common Shares (including for purposes of such determination (in both the numerator and the denominator), the Common Shares that may be issued to the Holders upon the presentation of Units for redemption but not including Common Shares underlying any other Units, options or other derivative securities), the Holders shall not, collectively, Dispose of more than the Volume Limit Number of Common Shares in any one hundred eighty (180) day consecutive period, and the Company may place a restrictive legend on any Common Shares issued upon conversion of Common Units for the purpose of monitoring compliance with this provision. In determining the number of Common Shares that have been Disposed in any one hundred eighty (180) day consecutive period for purposes of the previous sentence, there shall be excluded any Dispositions of Common Shares which are exempt from registration (and are not registered) under the Securities Act and any block trades of Common Shares executed outside of the normal New York Stock Exchange trading of Common Shares and which, in either case, are taken by the transferee subject to the continued restrictions in this agreement. The Company agrees to maintain records of transfers by the Holders of which the Holders inform the Company and upon any inquiry by a Holder will provide up-to-date information as to the Volume Limit Number of Common Shares remaining at any time as of any specified date based on such information. Notwithstanding the foregoing, (i) any sales of Common Shares made pursuant to a firm commitment underwriting may, when aggregated with prior sales by the Holders during the previous one hundred seventy-nine (179) days, exceed the Volume Limit Number but not the Underwriting Limit Number of Common Shares and stock; and (ii) this paragraph shall to not prevent the Holders from Disposing of Shares in connection with a tender or exchange offer made to all holders of Common Shares. The provisions knowingly sell his shares of the prior Company stock to a Company competitor (as defined in paragraph shall 8.1 below) or to directly or indirectly solicit any competitor (as defined in paragraph 8.1 below) to purchase from him shares in the Company; and (iii) to not apply to sales by the Holders at any time that the Company is in default in paying quarterly distributions on Series One Preferred Units when dueengage in, and such suspension shall remain in effect until all accumulated distributions on the Series One Preferred Units have been paidor support, a hostile proxy solicitation.

Volume Limitation. Except as provided Should the Company launch an initial public offering ("IPO"), the Company shall sell all shares to be sold in the last sentence IPO, excluding those shares to be sold pursuant to the exercise, if any, of the underwriters' over-allotment option to purchase additional shares of common stock within 30 days from the date of the final prospectus pertaining to the Company's IPO (the "Green Shoe"). The Company and Xx. Xxxxxx agree, that should the Green Shoe be exercised, all shares to be sold pursuant to the underwriters' exercise of the Green Shoe, shall be those shares held by the Founders (for purposes herein the term "Founders" refers to Xxxxx X. Xxxxx, Xxxxxxx Xxxxxx and Xxxxx X. Xxxx). Xx. Xxxxxx and the other Founders have executed a lockup agreement with Xxxxxxx Xxxxx & Co. and other representatives of the underwriters (the "Xxxxxxx Xxxxx Lockup"). The Company acknowledges that it is not a party to the Xxxxxxx Xxxxx Lockup and that it shall not have any rights to enforce the Xxxxxxx Xxxxx Lockup. Separate and apart from the Xxxxxxx Xxxxx Lockup, Xx. Xxxxxx and the other Founders agree that the number of shares the Founders can sell during the 180 day period following the date which is 180 days from the date of the Purchase Agreement related to the IPO (the "Additional Lockup"), will be limited (the "Volume Limitation Period"). The terms of the Volume Limitation Period are as follows: (a) The Founders will be limited to the sale of an aggregate of 2,462,250 shares during the Volume Limitation Period. The Founders shall be solely responsible for allocating the number of shares each Founder will be permitted to sell during the Volume Limitation Period. Shares sold under this paragraphprovision may be sold in only broadly distributed underwritten public offerings or normal Rule 144 open market transactions. (b) As long as Xx. Xxxxxx maintains ownership in the Company Xx. Xxxxxx shall also be bound by the following restrictions: (i) to not knowingly sell his shares of the Company stock to a person or group who, without the prior written approval as a result of such sale, would own 5% or more of the Company's outstanding stock or to directly or indirectly solicit any person or group to purchase from him or any other Founder shares in the Company if such person or group, which shall not be unreasonably withheld as a result of such purchase, would own 5% or delayed, so long as the Holders hold in excess of 1.0% more of the issued and Company's outstanding Common Shares (including for purposes of such determination (in both the numerator and the denominator), the Common Shares that may be issued to the Holders upon the presentation of Units for redemption but not including Common Shares underlying any other Units, options or other derivative securities), the Holders shall not, collectively, Dispose of more than the Volume Limit Number of Common Shares in any one hundred eighty (180) day consecutive period, and the Company may place a restrictive legend on any Common Shares issued upon conversion of Common Units for the purpose of monitoring compliance with this provision. In determining the number of Common Shares that have been Disposed in any one hundred eighty (180) day consecutive period for purposes of the previous sentence, there shall be excluded any Dispositions of Common Shares which are exempt from registration (and are not registered) under the Securities Act and any block trades of Common Shares executed outside of the normal New York Stock Exchange trading of Common Shares and which, in either case, are taken by the transferee subject to the continued restrictions in this agreement. The Company agrees to maintain records of transfers by the Holders of which the Holders inform the Company and upon any inquiry by a Holder will provide up-to-date information as to the Volume Limit Number of Common Shares remaining at any time as of any specified date based on such information. Notwithstanding the foregoing, (i) any sales of Common Shares made pursuant to a firm commitment underwriting may, when aggregated with prior sales by the Holders during the previous one hundred seventy-nine (179) days, exceed the Volume Limit Number but not the Underwriting Limit Number of Common Shares and stock; and (ii) this paragraph shall to not prevent the Holders from Disposing of Shares in connection with a tender or exchange offer made to all holders of Common Shares. The provisions knowingly sell his shares of the prior Company stock to a Company competitor (as defined in paragraph shall 8.1) or to directly or indirectly solicit any competitor (as defined in paragraph 8.1) to purchase from him shares in the Company; and (iii) to not apply to sales by the Holders at any time that the Company is in default in paying quarterly distributions on Series One Preferred Units when dueengage in, and such suspension shall remain in effect until all accumulated distributions on the Series One Preferred Units have been paidor support, a hostile proxy solicitation.