Common use of Restriction on Sale of Shares Clause in Contracts

Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any employee benefit plan of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above or (D) any shares of Common Stock to be issued in connection with the acquisition of Integrity. The Company also agrees that during the Lock-Up Period, other than for the sale of Common Stock hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of Integrity.

Restriction on Sale of Shares. During a Unless otherwise agreed to by SunTrust, during the period ending 180 days after the date the final Prospectus is filed with the Commission pursuant to Rule 424(b) of 90 days from the 1933 Act or, if no filing under Rule 424(b) is made, the date of the final Prospectus included in the Registration Statement when declared effective under the 1933 Act (the “Lock-Up Period”"RESTRICTED PERIOD"), the Company will not, without the prior written consent of SunTrust, on behalf of the RepresentativeUnderwriters, directly or indirectly, (i) offer, pledgesell, offer to sell, contract to sell, sell any option or contract to purchasehedge, purchase any option or contract to sellpledge, grant any optionoption to purchase or otherwise transfer or dispose (or announce any offer, right sale, offer of sale, contract of sale, hedge, pledge, grant of any option to purchase or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(hother transfer or disposition) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any other securities convertible into into, or exercisable or exchangeable for for, shares of Common Stock, or (ii) file any registration statement under the 1933 Act with respect to any of the foregoing or (iiiii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, or any other securities convertible into, or exercisable or exchangeable for, shares of Common Stock, whether any such swap, hedge swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, or any other securities convertible into, or exercisable or exchangeable for, shares of Common Stock or other securitiesStock, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, hereunder or (B) any shares of Common Stock issued by the Company upon the exercise of an option options or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any employee benefit plan of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above or (D) any shares of Common Stock to be issued in connection with the acquisition of Integrity. The Company also agrees that during the Lock-Up Period, other than for the sale of Common Stock hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into restricted shares granted pursuant to the terms of existing employee or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to non-employee director benefit plans and of the Registration Statement on Form S-4 relating Company, in each case as referred to in the sale of shares of Common Stock in connection with Prospectus. In the acquisition of Integrity.event that:

Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any existing employee benefit plan plans of the Company referred to in the Prospectus provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above above, or (D) any shares of Common Stock to be issued in connection with pursuant to the acquisition terms of Integritythe Merger Agreements. The Company also agrees that during the Lock-Up Period, other than for the sale of Common Stock hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a any registration statement on Form S-8 relating to employee benefit plans and the Registration Statement any registration statement on Form S-4 relating to concerning the sale of shares of Common Stock in connection with Merger Agreements and the acquisition of Integritytransactions contemplated thereby.

Restriction on Sale of Shares. During a period of 90 45 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, the Company will not, without the prior written consent of the RepresentativeUnderwriter, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning to purchase or otherwise transfer or dispose of Rule 16a-1(hany share (including Units) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, hedge agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any existing employee benefit plan plans of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above or in the Prospectus, (D) any shares of Common Stock issued pursuant to be issued in connection with the acquisition of Integrity. The Company also agrees that during the Lockany non-Up Period, other than for the sale employee director stock plan or dividend reinvestment plan; or (E) any shares of Common Stock hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock (including Units) issued in connection with any acquisitions; provided, however, any persons or entities being issued such shares of Common Stock or Units shall sign an agreement substantially in the acquisition form of IntegrityExhibit B hereto.

Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any existing employee benefit plan plans of the Company referred to in the Prospectus provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above above, or (D) any shares of Common Stock to be issued in connection with pursuant to the acquisition terms of Integritythe Merger Agreement. The Company also agrees that during the Lock-Up Period, other than for the sale of Common Stock hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans and the Registration Statement a registration statement on Form S-4 relating to concerning the sale of shares of Common Stock in connection with Merger Agreement and the acquisition of Integritytransactions contemplated thereby.

Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, the Company will not, without the prior written consent of the Representative, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, to purchase or otherwise transfer or dispose of or transfer any shares share of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, hedge swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any existing employee benefit plan plans of the Company referred to in the Prospectus provided that such options or rights shall not be vested and exercisable within the 90-90 day period referred to above or above, (D) any shares of Common Stock issued pursuant to be any non-employee director stock plan or stock purchase and dividend reinvestment plan, or (E) any shares of Common Stock issued by the Company in connection with an acquisition by or merger of the Company, up to a maximum number of shares, in the aggregate, equal to 10% of the number of shares of Common Stock outstanding immediately prior to such issuance in connection with the acquisition of Integrity. The Company also agrees that during the Lock-Up Period, other than for the sale of Common Stock hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of Integritymerger.

Restriction on Sale of Shares. During a period of 90 45 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, the Company will not, without the prior written consent of the RepresentativeMS and BofA, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, to purchase or otherwise transfer or dispose of any Ordinary Shares or transfer any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap, hedge swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Ordinary Shares or other securitiesshares, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security share or note outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Ordinary Shares issued or options or other rights to purchase or acquire shares of Common Stock Ordinary Shares granted or awarded pursuant to any existing employee benefit plan plans of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above or in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock to be Ordinary Shares issued by the Company in connection with the acquisition of Integrity. The Company also agrees that during Concurrent Placement or (E) any Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Lock-Up Period, other than for the sale of Common Stock hereunderRegistration Statement, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans General Disclosure Package and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of IntegrityProspectus.

Restriction on Sale of Shares. During a period of 90 60 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, the Company will not, without the prior written consent of the RepresentativeBofA, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, to purchase or otherwise transfer or dispose of any Ordinary Shares or transfer any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap, hedge swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Ordinary Shares or other securitiesshares, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security share or note outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package or the Prospectus, (C) any shares of Common Stock Ordinary Shares issued or options or other rights to purchase or acquire shares of Common Stock Ordinary Shares granted or awarded pursuant to any existing employee benefit plan plans of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above or in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock to be Ordinary Shares issued by the Company in connection with the acquisition of Integrity. The Company also agrees that during Concurrent Placement, or (E) any Ordinary Shares issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Lock-Up Period, other than for the sale of Common Stock hereunderRegistration Statement, the Company will not file any registration statement, preliminary prospectus General Disclosure Package or prospectus, or any amendment or supplement thereto, under the 1933 Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of IntegrityProspectus.

Restriction on Sale of Shares. During a period of 90 60 days from the date of the Prospectus (the “Lock-Up Period”), the Company will notnot (or publicly announce its intention to), without the prior written consent of the RepresentativeRepresentatives, (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, to purchase or otherwise transfer or dispose of or transfer any shares of the Company’s Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock, Shares or file any registration statement under the 1933 Securities Act with respect to any of the foregoing (except for registration statements on Form S-8 to register Shares or other equity awards under the Equity Incentive Plans) or (ii) enter into any swap, hedge swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap, hedge other agreement or other transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Offered Shares to be sold hereunderhereunder and the Shares issuable pursuant to the Forward Sale Agreements, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Information and the Prospectus, (C) any shares of Common Stock Shares issued or options or other rights to purchase or acquire shares of Common Stock Shares granted or awarded pursuant to any employee benefit plan existing Equity Incentive Plans of the Company provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above in the Registration Statement, the Time of Sale Information and the Prospectus or (D) any shares of Common Stock Shares issued pursuant to be issued any non-employee director stock plan or dividend reinvestment plan referred to in connection with the acquisition of Integrity. The Company also agrees that during the Lock-Up Period, other than for the sale of Common Stock hereunderRegistration Statement, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans Time of Sale Information and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of IntegrityProspectus.

Restriction on Sale of Shares. During a period of 90 days from the date of the Prospectus (the “Lock-Up Period”)U.S. Prospectus, the Company will not, without the prior written consent of the Representative, Lead Manager (i) directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, to purchase or otherwise transfer or dispose of or transfer any shares of the Company’s Common Stock Shares or any securities convertible into or exercisable or exchangeable for Common Stock, Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or foregoing, (ii) enter into any swap, hedge swap or any other agreement or in respect of the foregoing, any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap, hedge swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to do any of the foregoing. The foregoing sentence shall not apply to (A) any Common Shares issuable upon exercise of the 6,900,000 warrants of the Company issued on November 14, 2002, (B) the Shares to be sold hereunder, (BC) any shares Common Shares issued or options to purchase Common Shares granted pursuant to existing employee plans of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the U.S. Prospectus and the Canadian Prospectus, (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any employee benefit plan of including, without limitation, the Company provided that such options or rights shall not be vested and exercisable within the 90-day period referred to above or Company's stock option plan, (D) any shares of Common Stock Shares issued pursuant to be any non-employee director stock option plan or dividend reinvestment plan (E) any Common Shares issued in connection with the acquisition of Integrity. The Company also agrees that during the Lock"flow-Up Period, other than for the sale of Common Stock hereunder, through financings" by the Company will not file any registration statementhaving an aggregate subscription price of up to $20 million, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Act for any such transaction or which registers, or offers for sale, Common Stock or and (F) any securities convertible into issuable after 30 days after the date of the Canadian Prospectus Supplement pursuant to an acquisition, merger, consolidation or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans and amalgamation transaction involving the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of IntegrityCompany.

Restriction on Sale of Shares. During a period of 90 60 days from the date of the Prospectus (the “Lock-Up Period”), the Company will not, without the prior written consent of the RepresentativeRepresentatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) of the 1934 Act Regulations, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, hedge or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, or (C) any shares of Common Stock issued or options or other rights to purchase or acquire shares of Common Stock granted or awarded pursuant to any existing employee benefit plan plans of the Company referred to in the Prospectus provided that such options or rights shall not be vested and exercisable within the 9060-day period referred to above or (D) any shares of Common Stock to be issued in connection with the acquisition of Integrityabove. The Company also agrees that during the Lock-Up Period, other than for the sale of Common Stock hereunder, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the 1933 Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans and the Registration Statement on Form S-4 relating to the sale of shares of Common Stock in connection with the acquisition of Integrityplans.