Common use of Lock-up Covenant Clause in Contracts

Lock-up Covenant. Subject to and in accordance with the terms hereof, the Standby Purchaser and ITP agree as follows: (a) subject to section 6.3(b) hereof, for a period beginning on the date hereof and ending on, and including, the date which is two Business Days following the Expiry Date, neither the Standby Purchaser nor the Managed Accounts will, without the prior written consent of ITP, (i) sell or purchase, offer to sell or purchase, contract or agree to sell or purchase, hypothecate, pledge, grant any option to sell or purchase or otherwise dispose of or acquire or agree to dispose of or acquire, directly or indirectly, or file (or participate in the filing of) a prospectus with any of the Securities Commissions or a registration statement with the SEC in respect of, or establish or increase a put or call equivalent position or liquidate or decrease a put or call equivalent position within the meaning of section 16 of the 1934 Act with respect to, any Common Shares or Rights or any other securities of ITP, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to it or another Person, in whole or in part, any of the economic consequences of ownership of Common Shares or any other securities of ITP that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The Standby Purchaser hereby confirms that neither it nor any of its Managed Accounts has since June 1, 2007 taken, and hereby covenants that neither it nor any of its Managed Accounts will take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of ITP; and (b) notwithstanding section 6.3(a), the Standby Purchaser shall at any time, upon receipt of instructions from the holder of a Managed Account, be entitled to reduce, close or liquidate the Managed Account and maintain balanced investment allocations for the Managed Account in respect of any Common Shares or Rights or any other securities of ITP or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing.

Lock-up Covenant. Subject to and in accordance with the terms hereof, each of the Standby Purchaser Purchasers undertakes and ITP agree as follows: (a) subject to section 6.3(b) hereof, agrees severally and not jointly with and in favour of ATS that for a period beginning on the date hereof and ending on, and including, the date which is two Business Days following the Expiry Date, neither it will not, and it will cause its Substituted Standby Purchasers or any investment funds or other Persons that the Standby Purchaser nor the or its Substituted Standby Purchaser(s) directly or indirectly manages or exercises control over or in respect of which it has discretionary trading authority over such investment fund’s or Person’s investments (collectively, “Controlled or Managed Accounts willPersons”) not to, without the prior written consent of ITPATS, (i) sell or purchase, offer to sell or purchase, contract or agree to sell or purchase, hypothecate, pledge, grant any option to sell or purchase or otherwise dispose of or acquire or agree to dispose of or acquire, directly or indirectly, or file (or participate in the filing of) a prospectus with any of the Securities Commissions or a registration statement with the SEC in respect of, or establish or increase a put or call equivalent position or liquidate or decrease a put or call equivalent position within the meaning of section Section 16 of the 1934 Act with respect to, any Common Shares or Rights or any other securities of ITPATS, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to it or another Person, in whole or in part, any of the economic consequences of ownership of Common Shares or any other securities of ITP ATS that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The Each of the Standby Purchaser Purchasers hereby confirms that neither it nor any of its Controlled or Managed Accounts Persons has since June 1April 2, 2007 taken, and hereby covenants that neither it nor any of its Controlled or Managed Accounts Persons will take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of ITP; and (b) notwithstanding section 6.3(a), the Standby Purchaser shall at any time, upon receipt of instructions from the holder of a Managed Account, be entitled to reduce, close or liquidate the Managed Account and maintain balanced investment allocations for the Managed Account in respect of any Common Shares or Rights or any other securities of ITP or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoingATS.

Lock-up Covenant. Subject to and in accordance with the terms hereof, each of the Standby Purchaser Purchasers agrees severally and not jointly or solidarily (jointly and severally) with ITP agree as follows: (a) subject to section 6.3(b) hereof, that for a period beginning on the date hereof and ending on, and including, the date which is two Business Days following the Expiry Date, neither the Standby Purchaser nor the his or its Managed Accounts will, without the prior written consent of ITP, (i) sell or purchase, offer to sell or purchase, contract or agree to sell or purchase, hypothecate, pledge, grant any option to sell or purchase or otherwise dispose of or acquire or agree to dispose of or acquire, directly or indirectly, or file (or participate in the filing of) a prospectus with any of the Securities Commissions or a registration statement with the SEC in respect of, or establish or increase a put or call equivalent position or liquidate or decrease a put or call equivalent position within the meaning of section 16 of the 1934 Act with respect to, any Common Shares or Rights or any other securities of ITP, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to him or it or another Person, in whole or in part, any of the economic consequences of ownership of Common Shares or any other securities of ITP that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The Each of the Standby Purchaser Purchasers hereby confirms that neither he or it nor any of his or its Managed Accounts has since June 1, 2007 taken, and hereby covenants that neither he or it nor any of its Managed Accounts will take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of ITP; and (b) notwithstanding section 6.3(a), the Standby Purchaser shall at any time, upon receipt of instructions from the holder of a Managed Account, be entitled to reduce, close or liquidate the Managed Account and maintain balanced investment allocations for the Managed Account in respect of any Common Shares or Rights or any other securities of ITP or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing.