Common use of Stand-Off Agreement Clause in Contracts

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

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

Stand-Off Agreement. During Without the period beginning on the first (1st) Trading Day immediately prior to the date on which any Transaction Notice is delivered to Sales Agent or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Transaction Notice (each a “Stand Off Period”)written consent of BNYMCM, the Company will not, without providing the Sales Agent, the Forward Seller and the Forward Purchaser, at least three (3) business days’ prior written notice, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common StockStock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Transaction Notice is delivered to BNYMCM, the Forward Seller or the Forward Purchaser hereunder and ending on the first (1st) Trading Day immediately following the last Settlement Date with respect to Common Shares sold pursuant to such Transaction Notice; provided, however, that such restriction consent will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller Seller, on behalf of the Company, pursuant to any Transaction Notice, if applicable), (ii) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive restricted stock unit or benefit planplan (including dividend reinvestment thereunder), employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed in excess of plan limits in its stock purchase planeffect on the date hereof without giving effect to any waiver thereof) of the Company, (iii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and or (v) Common Stock issuable by the Company upon settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 4.04 shall not prohibit the sale of Common Stock by the Forward Seller or the Forward Purchaser. Upon receipt of any written notice contemplated above, the Sales Agent, Forward Seller or Forward Purchaser, as applicable, may suspend its activity under this Agreement for such period of time as deemed appropriate by such party.

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

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

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

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

Stand-Off Agreement. During Without the period beginning on the first (1st) Trading Day immediately prior to the date on which any Transaction Notice is delivered to Sales Agent or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Transaction Notice (each a “Stand Off Period”)written consent of BNYCMI, the Company will not, without providing the Sales Agent, the Forward Seller and the Forward Purchaser, at least three (3) business days’ prior written notice, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Common Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock (other than Shares hereunder)Stock, warrants or any rights to purchase or acquire, Common StockShares during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Issuance Notice is delivered to BNYCMI hereunder and ending on the third (3rd) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice; provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (shares of Common Stock or the sale of Forward Hedge Shares by the Forward Seller pursuant to any Transaction Notice, if applicable), (ii) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options Stock, in either case pursuant to any current or future employee or director stock option, incentive option or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan purchase or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (iiiii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, filings and (iviii) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) including, without limitation, Common Stock issuable by upon redemption of partnership units. Except as expressly set forth in the immediately preceding sentence, nothing in this Agreement shall preclude the Company upon settlement of any Forward Contract. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale from issuing or selling shares of Common Stock by the Forward Seller in connection with any offering or the Forward Purchaser. Upon receipt of any written notice contemplated aboveotherwise, or from entering into an agreement with a third party to issue Common Stock, whether pursuant to another standby equity distribution agreement or otherwise, in each case, subject to compliance with applicable law, including, without limitation, the Sales Agent, Forward Seller or Forward Purchaser, as applicable, may suspend its activity under this Agreement for such period Securities Act and the Exchange Act and the rules and regulations of time as deemed appropriate by such partythe Commission promulgated thereunder.

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

Stand-Off Agreement. During Without the period beginning on the first (1st) Trading Day immediately prior to the date on which any Transaction Notice is delivered to Sales Agent or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Transaction Notice (each a “Stand Off Period”)written consent of BNYMCM, the Company will not, without providing the Sales Agent, the Forward Seller and the Forward Purchaser, at least three (3) business days’ prior written notice, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Common Shares hereunder), warrants or any rights to purchase or acquire, Common StockStock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Issuance Notice is delivered to BNYMCM hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Common Shares sold pursuant to such Issuance Notice (each a “Stand Off Period”); provided, however, that such restriction restrictions will not be required in connection with the Company’s issuance or sale of apply to (i) Issuance Shares shares of Common Stock issued upon the exercise of an option or a warrant or the conversion of a security outstanding before the commencement of the Stand Off Period (or issued during the Stand Off Period pursuant to any Transaction Notice (or one of the sale of Forward Hedge Shares by the Forward Seller pursuant to any Transaction Notice, if applicablefollowing exceptions), (ii) Common Stock, the grant of options to purchase shares of Common Stock or the issuance of shares of Common Stock, OP Units or any securities convertible into or exercisable for Common Stock issuable upon by the exercise of options Company to employees, officers, directors, advisors or consultants pursuant to any current or future director or employee or director stock option, incentive equity or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan (iii) shares of Common Stock purchased or ownership plan sold under any current or future dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its and stock purchase plan) plan of the Company, (iiiiv) any shares of Common Stock issuable or OP Units issued upon conversion redemption or exchange of securities OP Units, or the exercise (v) any shares of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Stock issuable as or any securities convertible into or exercisable or exchangeable for Common Stock issued in full or partial consideration in connection with future acquisitions of business, assets or securities of other Persons and (v) Common Stock issuable by the Company upon strategic investments. The settlement of any Forward Contract. For Common Shares which have been sold pursuant to the avoidance of doubt, Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 shall not prohibit 4.09 without the sale consent of Common Stock by the Forward Seller or the Forward Purchaser. Upon receipt of any written notice contemplated above, the Sales Agent, Forward Seller or Forward Purchaser, as applicable, may suspend its activity under this Agreement for such period of time as deemed appropriate by such party.BNYMCM;

Stand-Off Agreement. During Without the written consent of Sales Agent, the Forward Seller and the Forward Purchaser, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Shares hereunder), warrants or any rights to purchase or acquire, Common Stock during the period beginning on the first (1st) Trading Day immediately prior to the date on which any Transaction Notice is delivered to Sales Agent or the Forward Seller and the Forward Purchaser, as the case may be, hereunder and ending on the first (1st) Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Transaction Notice (each a “Stand Off Period”), the Company will not, without providing the Sales Agent, the Forward Seller and the Forward Purchaser, at least three (3) business days’ prior written notice, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than Shares hereunder), warrants or any rights to purchase or acquire, Common Stock; provided, however, that such restriction will not be required in connection with the Company’s issuance or sale of (i) Issuance Shares pursuant to any Transaction Notice (or the sale of Forward Hedge Shares by the Forward Seller pursuant to any Transaction Notice, if applicable), (ii) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options pursuant to any current or future employee or director stock option, incentive or benefit plan, employee stock purchase, long-term incentive plan, deferred compensation plan or ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its stock purchase plan) of the Company, (iii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings, (iv) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other Persons and (v) Common Stock issuable by the Company upon settlement of any Forward ContractConfirmation or other forward confirmations entered into by the Company in connection with the Underwriting Agreement, dated as of April 6, 2022, by and among AvalonBay Communities, Inc. and Mxxxxx Sxxxxxx & Co. LLC and J.X. Xxxxxx Securities LLC, in their capacity as underwriters, Mxxxxx Sxxxxxx & Co. LLC and J.X. Xxxxxx Securities LLC, in their capacity as forward sellers, and Mxxxxx Sxxxxxx & Co. LLC and JPMorgan Chase Bank, National Association, in their capacity as forward purchasers. For the avoidance of doubt, this Section 4.10 shall not prohibit the sale of Common Stock by the Forward Seller or the Forward Purchaser. Upon receipt The settlement of any written notice contemplated above, Shares which have been sold pursuant to the Alternative Sales Agency Agreements are permitted pursuant to this Section 4.10 without the consent of Sales Agent, Forward Seller or Forward Purchaser, as applicable, may suspend its activity under this Agreement for such period of time as deemed appropriate by such party.