Common use of Lock-up Period; Lock-up Letters Clause in Contracts

Lock-up Period; Lock-up Letters. The Company will not and will cause its subsidiaries, directly or indirectly, not to, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated, Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLC, offer, sell, contract to sell, pledge, or 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 the Company or its affiliates) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission 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, any other shares of Class A Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock; or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of this Underwriting Agreement (the “restricted period”); provided, however, that the Company may grant restricted shares or options to purchase Class A Common Stock under the Company’s 2007 Long-Term Incentive Plan. Notwithstanding the foregoing, if (x) during the last 17 days of the restricted period the Company issues an earnings release or announces material news or a material event relating to the Company occurs, or (y) prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(p) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Lock-up Period; Lock-up Letters. The Company will not and will cause its subsidiaries, directly or indirectly, not tonot, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated, Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLCthe Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, 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 the Company or its affiliates) any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission 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, any other shares of Class A Common Stock Shares or ADSs or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock; Shares or ADSs, or publicly announce an intention to effect any such transaction, for a period of 60 180 days after the date of this Underwriting Agreement (the “restricted period”); Agreement, provided, however, that the Company may grant restricted shares issue and sell Common Shares pursuant to any employee share option plan, share ownership plan or options to purchase Class A dividend reinvestment plan of the Company in effect at the Execution Time and the Company may issue Common Stock under Shares issuable upon the Company’s 2007 Long-Term Incentive Planconversion of securities or the exercise of warrants outstanding at the Execution Time. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company issues an earnings release or announces material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement occurrence of the material news or the occurrence of the material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up lockup letters described in Section 6(p5(g) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Lock-up Period; Lock-up Letters. The Company will not and will cause its subsidiaries, directly or indirectly, not to, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated, Deutsche Bank Securities Inc. Incorporated and X.X. Xxxxxx Securities LLCCitigroup Global Markets Inc., offer, sell, contract to sell, pledge, or 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 the Company or its affiliates) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission 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, any other shares of Class A Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock; or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of this Underwriting Agreement (the “restricted period”); provided, however, that (i) the Company may grant restricted shares or options to purchase Class A Common Stock under the Company’s 2007 Long-Term Incentive Plan. Notwithstanding the foregoing, if (x) during the last 17 days of the restricted period the Company issues an earnings release or announces material news or a material event relating to the Company occurs, or (y) prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(p7(p) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Lock-up Period; Lock-up Letters. The Company will not and will cause its subsidiaries, directly or indirectly, not to, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated, Deutsche Bank Securities LLC and Citigroup Global Markets Inc. and X.X. Xxxxxx Securities LLC, offer, sell, contract to sell, pledge, or 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 the Company or its affiliates) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission 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, any other shares of Class A Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock; or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of this Underwriting Agreement (the “restricted period”); provided, however, that the Company may grant restricted shares or options to purchase Class A Common Stock under the Company’s 2007 Long-Term Incentive Plan. Notwithstanding the foregoing, if (x) during the last 17 days of the restricted period the Company issues an earnings release or announces material news or a material event relating to the Company occurs, or (y) prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(p) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Lock-up Period; Lock-up Letters. The Company Teekay Entities will not and will cause its subsidiaries, directly or indirectly, not tonot, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated, Deutsche Bank Securities Citigroup Global Markets Inc. and X.X. Xxxxxxx Lynch, Pierce, Xxxxxx Securities LLC& Xxxxx Incorporated, offer, sell, contract to sell, pledge, or 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 the Company Teekay Entities, or its affiliates) any affiliated company of the Teekay Entities), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission 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 ActAct and the rules and regulations of the Commission promulgated thereunder with respect to, any other shares of Class A Common Stock Units or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common StockUnits; or publicly announce an intention to effect any such transaction, for a period of 60 180 days after the date of this Underwriting Agreement (the “restricted period”); Agreement, provided, however, that the Company Partnership may grant restricted shares units or options to purchase Class A Common Stock Units under the Company’s 2007 Partnership's 2006 Long-Term Incentive Plan. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Company Partnership issues an earnings release or announces material news or a material event relating to the Company Partnership occurs, or (y) prior to the expiration of the 180-day restricted period, the Company Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the restricted 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event. The Company Partnership will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up lockup letters described in Section 6(p6(o) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Lock-up Period; Lock-up Letters. The Company Teekay Entities will not and will cause its subsidiaries, directly or indirectly, not tonot, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated, Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLCCitigroup Global Markets Inc., offer, sell, contract to sell, pledge, or 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 the Company Teekay Entities or its affiliates) any affiliated company of the Teekay Entities, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission 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 ActAct and the rules and regulations of the Commission promulgated thereunder with respect to, any other shares of Class A Common Stock Units or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock; Units, or publicly announce an intention to effect any such transaction, for a period of 60 90 days after the date of this Underwriting Agreement (the “restricted period”"RESTRICTED PERIOD"); provided, however, that the Company Partnership may grant restricted shares units or options to purchase Class A Common Stock Units under the Company’s 2007 Partnership's 2005 Long-Term Incentive Plan. Notwithstanding the foregoing, if If (x1) during the last 17 days of the restricted period Restricted Period any of the Company Teekay Entities issues an earnings release or announces material news or the occurrence of a material event relating to any of the Company occurs, Teekay Entities or (y2) prior to the expiration of the restricted period, Restricted Period any of the Company Teekay Entities announces that it will release earnings results during the 16-16 day period beginning on the last day of the restricted periodRestricted Period, then the foregoing restrictions imposed in this clause shall continue to apply until the expiration of the 18-18 day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(p) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Lock-up Period; Lock-up Letters. The Company will not and will cause its subsidiaries, directly or indirectly, not to, without the prior written consent of UBS Securities LLC, Citigroup Global Markets Inc., J.X. Xxxxxx Xxxxxxx & Co. Incorporated, Securities Inc. and Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLCInc., offer, sell, contract to sell, pledge, or 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 the Company or its affiliates) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission 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, any other shares of Class A Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock; or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of this Underwriting Agreement (the “restricted period”); provided, however, that the (i) Company may grant restricted shares or options to purchase Class A Common Stock under the Company’s 2007 Long-Term Incentive PlanPlan and (ii) the Company may issue the Teekay Shares in accordance with the terms set forth in the Disclosure Package and the Final Prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the restricted period the Company issues an earnings release or announces material news or a material event relating to the Company occurs, or (y) prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(p7(p) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Lock-up Period; Lock-up Letters. The Company Parent will not and will cause its subsidiaries, directly or indirectly, not to, without the prior written consent of Xxxxxx Xxxxxxx Citigroup Global Markets Inc. and Mxxxxx Sxxxxxx & Co. Incorporated, Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLC, offer, sell, contract to sell, pledge, or 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 the Company Parent or its affiliates) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission 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, any other shares of Class A Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock; or publicly announce an intention to effect any such transaction, for a period of 60 days 18 months after the date of this Underwriting Agreement (the “restricted period”)Agreement; provided, however, that (i) the Company may grant restricted shares or options to purchase Class A Common Stock under the Company’s 2007 Long-Term Incentive Plan. Notwithstanding the foregoing, if (x) during the last 17 days of the 18-month restricted period the Company issues an earnings release or announces material news or a material event relating to the Company occurs, or (y) prior to the expiration of the 18-month restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted 18-month period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(p6(m) with prior notice of any such announcement that gives rise to an extension of the restricted period. The lock-up period above applies to the Company for a period of 180 days.

Lock-up Period; Lock-up Letters. The Company will not and will cause its subsidiaries, directly or indirectly, not to, without the prior written consent of Maxim Group LLC and Xxxxxx Xxxxxxx & Co. IncorporatedXxxxxxx, Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities LLC, offer, sell, contract to sell, pledge, or otherwise dispose of, 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 the Company or its affiliatesany affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission 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 ActAct in respect of, any other shares of Class A Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock; , or publicly announce an intention to effect any such transaction, for a period of 60 90 days after the date of this Underwriting Agreement (the “restricted period”); provided, however, that (i) the Company may grant restricted shares or options to purchase Class A issue and sell Common Stock under pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company’s 2007 Long-Term Incentive PlanCompany in effect at the Execution Time and disclosed in the Disclosure Package and the Prospectus, (ii) the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the Execution Time and disclosed in the Disclosure Package and the Prospectus, (iii) the Company may issue the Concurrent Securities in the Concurrent Sale, (iv) the Company may issue the Representatives’ Securities, and (v) after the 60th day of the restricted period, the Company may file one or more shelf registration statements with the Commission, including a base prospectus but may not file an amendment to the registration statement containing a supplemental prospectus. Notwithstanding the foregoing, if (x) during the last 17 days of the restricted period the Company issues an earnings release or announces material news or a material event relating to the Company occurs, or (y) prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(p6(q) with prior notice of any such announcement that gives rise to an extension of the restricted period.

Lock-up Period; Lock-up Letters. The Company TCP Parties and TransCanada will not and will cause its subsidiaries, directly or indirectly, not tonot, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated, Deutsche Bank Securities Citigroup Global Markets Inc. and X.X. Xxxxxx Securities LLCBrothers Inc., on behalf of the Underwriters, offer, sell, contract to sell, pledge, or otherwise dispose of, 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 any of the Company TCP Parties or its affiliates) TransCanada directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission 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, ) any other shares of Class A Common Stock Units or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock; Units, or publicly announce an intention to effect any such transaction, for a period of 60 90 days after the date of this Underwriting Agreement Execution Time (the “restricted period”); provided, however, "Lock-up Period") except that (i) the Company Selling Unitholders may sell the Units offered hereby and (ii) the Partnership may grant restricted shares units or options to purchase Class A Common Stock Units under the Company’s 2007 Partnership's Long-Term Incentive Plan. In addition, each executive officer and director of the General Partner will execute and deliver to the Underwriters a letter, dated the Execution Date, substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (x1) during the last 17 days of the restricted period Lock-up Period, the Company Partnership issues an earnings release or announces material news or a material event relating to the Company occurs, Partnership occurs or (y2) prior to the expiration of the restricted periodLock-up Period, the Company Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the restricted periodLock-up Period, then the restrictions imposed in by this clause Section 5(i)(f) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Citigroup Global Markets Inc. and Xxxxxx Brothers Inc. waives, in writing, such extension. The Company In furtherance of the foregoing, the Partnership and its transfer agent are authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Section 5(i)(f). In addition, the TCP Parties and TransCanada agree that, without the prior written consent of Citigroup Global Markets Inc. and Xxxxxx Brothers Inc., the TCP Parties and TransCanada will provide not, during the Representatives and Lock-up Period make any co-managers and each individual subject demand for or exercise any right with respect to the restricted period pursuant to the lock-up letters described in Section 6(p) with prior notice registration of any such announcement that gives rise to an extension of the restricted periodCommon Units or any security convertible into or exercisable or exchangeable for Common Units.