Common use of Restriction on Sale of Securities by Company Clause in Contracts

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and Wind LLC will not, directly or indirectly, take any of the following actions with respect to any Securities or any securities convertible into or exchangeable or exercisable for any Securities or any units or membership interests of Wind LLC (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, Xxxxxx Xxxxxxx and Xxxxxxx, Xxxxx & Co. (“Goldman”). The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Credit Suisse, Xxxxxx Xxxxxxx and Goldman consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse, Xxxxxx Xxxxxxx and Goldman waive, in writing, such extension. The Company will provide Credit Suisse, Xxxxxx Xxxxxxx and Goldman with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this Section 5(j) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and membership interests of Wind LLC in connection with the Reorganization Transactions; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Series B membership interests of Wind LLC as described in the General Disclosure Package and the Final Prospectus; (D) grants of employee stock options or restricted stock in the ordinary course of business and in accordance with the terms of an employee stock plan described in the General Disclosure Package and the Final Prospectus; (E) the issuance of Securities upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the Closing Date and described in the General Disclosure Package and the Final Prospectus; (F) the filing of a registration statement on Form S-8; or (G) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions (such amount outstanding calculated assuming the exchange for Securities of all Series B membership interests of Wind LLC and shares of Class B common stock immediately after the completion of the offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (G) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and Wind LLC will not, directly or indirectly, take any of the following actions with respect to any its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities or any units or membership interests of Wind LLC (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives except grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, Xxxxxx Xxxxxxx and Xxxxxxx, Xxxxx & Co. (“Goldman”)issuances of Lock-Up Securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material materials news or material event, as applicable, unless Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives waive, in writing, such extension. The Company will provide Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this Section 5(j) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and membership interests of Wind LLC in connection with the Reorganization Transactions; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Series B membership interests of Wind LLC as described in the General Disclosure Package and the Final Prospectus; (D) grants of employee stock options or restricted stock in the ordinary course of business and in accordance with the terms of an employee stock plan described in the General Disclosure Package and the Final Prospectus; (E) the issuance of Securities upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the Closing Date and described in the General Disclosure Package and the Final Prospectus; (F) the filing of a registration statement on Form S-8; or (G) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions (such amount outstanding calculated assuming the exchange for Securities of all Series B membership interests of Wind LLC and shares of Class B common stock immediately after the completion of the offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (G) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.

Restriction on Sale of Securities by Company. (i) For the period specified below (the “Lock-Up Period”), the Company and Wind LLC will not, directly or indirectly, take any of the following actions with respect to any its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities or any units or membership interests of Wind LLC (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, Xxxxxx Xxxxxxx and Xxxxxxxexcept issuances of Lock-Up Securities pursuant to: (1) the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, Xxxxx & Co. in each case outstanding on the date hereof, (“Goldman”)2) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, or (3) issuances of Lock-Up Securities pursuant to the exercise of such options. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives waive, in writing, such extension. The Company will provide Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this Section 5(j) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and membership interests of Wind LLC in connection with the Reorganization Transactions; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Series B membership interests of Wind LLC as described in the General Disclosure Package and the Final Prospectus; (D) grants of employee stock options or restricted stock in the ordinary course of business and in accordance with the terms of an employee stock plan described in the General Disclosure Package and the Final Prospectus; (E) the issuance of Securities upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the Closing Date and described in the General Disclosure Package and the Final Prospectus; (F) the filing of a registration statement on Form S-8; or (G) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions (such amount outstanding calculated assuming the exchange for Securities of all Series B membership interests of Wind LLC and shares of Class B common stock immediately after the completion of the offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (G) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and Wind LLC will not, directly or indirectly, take any of the following actions with respect to any its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities or any units or membership interests of Wind LLC (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, Xxxxxx Xxxxxxx and Xxxxxxxexcept issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities, Xxxxx & Co. (“Goldman”)in each case as described in the General Disclosure Package. The initial Lock-Up Period will commence on the date hereof and continue for 180 75 days after the date hereof or such earlier date that Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives waive, in writing, such extension. The Company will provide Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this Section 5(j5(k) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and membership interests of Wind LLC in connection with the Reorganization Transactions; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Series B membership interests of Wind LLC as described in the General Disclosure Package and the Final Prospectus; (D) grants of employee stock options or options, restricted stock in the ordinary course of business and or other equity-based compensation awards in accordance with the terms of an employee stock plan described in the General Disclosure Package and Package, provided that such securities either do not vest or are not transferable except in accordance with the Final Prospectusprovisions of the applicable lock-up letter during the Lock-Up Period; (E) the issuance of Securities upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the Closing Date and described in the General Disclosure Package and the Final Prospectus; (FC) the filing of a registration statement on Form S-8S-8 with respect to an employee stock plan described in the General Disclosure Package; (D) the issuance by the Company of Lock-Up Securities upon the vesting of restricted stock or restricted stock units outstanding on the date hereof and as described in the General Disclosure Package and the Prospectus, in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due with respect to the vesting of restricted stock or restricted stock units, insofar as such restricted stock or restricted stock units is or are outstanding as of the date hereof or as of the date of the General Disclosure Package, provided that no filing or any public announcement under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such disposition, or (GE) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions (such amount outstanding calculated assuming the exchange for Securities of all Series B membership interests of Wind LLC and shares of Class B common stock immediately after the completion of the offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (GE) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and Wind LLC will not, directly or indirectly, take any of the following actions with respect to any Securities its ADSs or Common Shares or any securities convertible into or exchangeable or exercisable for any Securities of its ADSs or any units or membership interests of Wind LLC Common Shares (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, Xxxxxx Xxxxxxx and Xxxxxxxwhether any such transaction described in (i) to (iv) above is to be settled by delivery of the Lock-Up Securities or such other securities, Xxxxx & Co. (“Goldman”)in cash or otherwise, except for issuances pursuant to the sale of ADSs or Common Shares to the Underwriters, grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Lock-Up Securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material materials news or material event, as applicable, unless Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives waive, in writing, such extension. The Company will provide Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this Section 5(j) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and membership interests of Wind LLC in connection with the Reorganization Transactions; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Series B membership interests of Wind LLC as described in the General Disclosure Package and the Final Prospectus; (D) grants of employee stock options or restricted stock in the ordinary course of business and in accordance with the terms of an employee stock plan described in the General Disclosure Package and the Final Prospectus; (E) the issuance of Securities upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the Closing Date and described in the General Disclosure Package and the Final Prospectus; (F) the filing of a registration statement on Form S-8; or (G) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions (such amount outstanding calculated assuming the exchange for Securities of all Series B membership interests of Wind LLC and shares of Class B common stock immediately after the completion of the offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (G) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and Wind LLC will not, directly or indirectly, take any of the following actions with respect to any its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities or any units or membership interests of Wind LLC (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, Xxxxxx Xxxxxxx and Xxxxxxxexcept grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, Xxxxx & Co. (“Goldman”)issuances of Lock-Up Securities pursuant to the exercise of such options or the exercise of warrants or any other employee stock options outstanding on the date hereof or issuances of Lock-Up Securities pursuant to the Company’s employee stock purchase plan. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material materials news or material event, as applicable, unless Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives waive, in writing, such extension. The Company will provide Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this Section 5(j) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and membership interests of Wind LLC in connection with the Reorganization Transactions; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Series B membership interests of Wind LLC as described in the General Disclosure Package and the Final Prospectus; (D) grants of employee stock options or restricted stock in the ordinary course of business and in accordance with the terms of an employee stock plan described in the General Disclosure Package and the Final Prospectus; (E) the issuance of Securities upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the Closing Date and described in the General Disclosure Package and the Final Prospectus; (F) the filing of a registration statement on Form S-8; or (G) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions (such amount outstanding calculated assuming the exchange for Securities of all Series B membership interests of Wind LLC and shares of Class B common stock immediately after the completion of the offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (G) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and Wind LLC will not, directly or indirectly, take any of the following actions with respect to any its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities or any units or membership interests of Wind LLC (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, Xxxxxx Xxxxxxx except issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and Xxxxxxxdescribed in the General Disclosure Package or issuances of Lock-Up Securities pursuant to the exercise of such options, Xxxxx & Co. (“Goldman”)provided that such options or the Lock-Up Securities issued upon exercise thereof do not vest or are not transferable during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives waive, in writing, such extension. The Company will provide Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives with notice of any results, news, events or announcement described in clause clauses (1) and (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this Section 5(j) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and membership interests of Wind LLC in connection with the Reorganization Transactions; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Series B membership interests of Wind LLC as described in the General Disclosure Package and the Final Prospectus; (D) grants of employee stock options or restricted stock in the ordinary course of business and in accordance with the terms of an employee stock plan described in the General Disclosure Package and the Final Prospectus; (E) the issuance of Securities upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the Closing Date and described in the General Disclosure Package and the Final Prospectus; (F) the filing of a registration statement on Form S-8; or (G) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions (such amount outstanding calculated assuming the exchange for Securities of all Series B membership interests of Wind LLC and shares of Class B common stock immediately after the completion of the offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (G) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and Wind LLC will not, directly or indirectly, take any of the following actions with respect to any its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities or any units or membership interests of Wind LLC (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act or a prospectus in any Canadian jurisdiction relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suissethe Representatives, Xxxxxx Xxxxxxx and Xxxxxxxexcept grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, Xxxxx & Co. (“Goldman”)issuances of Lock-Up Securities pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof or issuances of Lock-Up Securities pursuant to the Company’s dividend reinvestment plan. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives consent to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material materials news or material event, as applicable, unless Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives waive, in writing, such extension. The Company will provide Credit Suisse, Xxxxxx Xxxxxxx and Goldman the Representatives with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this Section 5(j) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and membership interests of Wind LLC in connection with the Reorganization Transactions; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Series B membership interests of Wind LLC as described in the General Disclosure Package and the Final Prospectus; (D) grants of employee stock options or restricted stock in the ordinary course of business and in accordance with the terms of an employee stock plan described in the General Disclosure Package and the Final Prospectus; (E) the issuance of Securities upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the Closing Date and described in the General Disclosure Package and the Final Prospectus; (F) the filing of a registration statement on Form S-8; or (G) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions (such amount outstanding calculated assuming the exchange for Securities of all Series B membership interests of Wind LLC and shares of Class B common stock immediately after the completion of the offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (G) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.

Restriction on Sale of Securities by Company. For the period specified below (the “Lock-Up Period”), the Company and Wind LLC will not, directly or indirectly, take any of the following actions with respect to any its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities or any units or membership interests of Wind LLC (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse, Xxxxxx Xxxxxxx except (a) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (b) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and Xxxxxxx, Xxxxx & Co. that is disclosed or described in the General Disclosure Package or (“Goldman”)c) issuances of Lock-Up Securities pursuant to the exercise of such options. The initial Lock-Up Period will commence on the date hereof and continue for 180 90 days after the date hereof or such earlier date that Credit Suisse, Xxxxxx Xxxxxxx and Goldman consent Suisse consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless Credit Suisse, Xxxxxx Xxxxxxx and Goldman waiveSuisse waives, in writing, such extension. The Company will provide Credit Suisse, Xxxxxx Xxxxxxx and Goldman Suisse with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. The restrictions set forth in this Section 5(j) shall not apply to (A) the sale of Securities to the Underwriters; (B) the issuance of Securities and membership interests of Wind LLC in connection with the Reorganization Transactions; (C) the issuance by the Company of shares of Securities upon the exchange of Class B common stock together with Series B membership interests of Wind LLC as described in the General Disclosure Package and the Final Prospectus; (D) grants of employee stock options or restricted stock in the ordinary course of business and in accordance with the terms of an employee stock plan described in the General Disclosure Package and the Final Prospectus; (E) the issuance of Securities upon the exercise of an option or warrant, or the conversion of a security granted under employee stock plans, in each case outstanding on the Closing Date and described in the General Disclosure Package and the Final Prospectus; (F) the filing of a registration statement on Form S-8; or (G) offers, sales and issuances of up to 5% of the Securities outstanding after giving effect to the consummation of the offering contemplated hereby and the Reorganization Transactions (such amount outstanding calculated assuming the exchange for Securities of all Series B membership interests of Wind LLC and shares of Class B common stock immediately after the completion of the offering) as consideration or partial consideration for acquisitions of businesses or in connection with the formation of joint ventures, provided that Securities issued pursuant to this clause (G) are subject to the terms of an agreement having substantially the same terms as the lock-up letters described in Section 7(i) of this Agreement.