Common use of Offering Terms Clause in Contracts

Offering Terms. The Designated Shares may be offered by the Underwriter from time to time for sale in one or more transactions in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices, subject to prior sale, when, as and if delivered to and accepted by the Underwriter. PURCHASE PRICE BY UNDERWRITER: $37.54 per Share FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: The Company's directors and officers will agree that (and delivery of written agreements to such effect shall be a condition to the obligations of the Underwriter) for a period of 60 days from the date of the Prospectus Supplement, such holders will not, without the prior written consent of Morgan Stanley & Co. Incorporated offer, sell, contract to sell, sell ▇▇▇ ▇▇t▇▇▇ ▇▇ contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of or transfer any shares of Common Stock, and the Company will not, for a period of 60 days from the date of the Prospectus Supplement, without the prior written consent of Morgan Stanley & Co. Incorporated, directly or indirectly, offer, sell, ▇▇▇▇r▇▇▇ ▇▇ sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of or transfer any shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for Common Stock, in each case except for (i) the sale of the Designated Shares to the Underwriter, (ii) the sale by certain directors and executive officers of the Company of an aggregate of up to 100,000 shares of Common Stock, (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the sale of the Designated Shares to the Underwriter, (iv) grants of options or shares of Common Stock pursuant to existing stock plans, (v) issuances pursuant to the exercise of warrants, stock options and convertible securities outstanding on the date hereof and (vi) agreements to issue, or issuances of, securities of the Company in connection with bona fide acquisitions wherein the holders are effectively subject to such restrictions with respect to the securities acquired or to be acquired in such acquisitions. TIME OF DELIVERY:

Offering Terms. The Designated Shares may be offered by the Underwriter Underwriters from time to time for sale in one or more transactions in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices, subject to prior sale, when, as and if delivered to and accepted by the UnderwriterUnderwriters. The Underwriters will not offer any Designated Shares on the New York Stock Exchange or on other national securities exchanges, or to market makers. PURCHASE PRICE BY UNDERWRITERUNDERWRITERS: $37.54 20.80 per Share FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: The Company's directors and officers will agree that (and delivery of written agreements to such effect shall be a condition to the obligations of the UnderwriterUnderwriters) for a period of 60 90 days from the date of the Prospectus Supplement, such holders will not, without the prior written consent of Morgan Stanley Gold▇▇▇, ▇▇ch▇ & Co. Incorporated ▇o., offer, sell, contract to sell, sell ▇▇▇ ▇▇t▇▇▇ ▇▇ any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of or transfer any shares of Common Stock. In addition, and the Company will not, for a period of 60 90 days from the date of the Prospectus Supplement, without the prior written consent of Morgan Stanley Gold▇▇▇, Sachs & Co. IncorporatedCo., directly or indirectly, offer, contract to sell, ▇▇▇▇r▇▇▇ ▇▇ sell, grant any optionoption with respect to, right or warrant for the sale ofpledge, pledge hypothecate or otherwise dispose of or transfer any shares of Common Stock or any securities that are convertible into or exercisable or into, exchangeable for or that represent the right to receive shares of Common Stock, in each case Stock except for (i) the sale of the Designated Shares to the Underwriter, (ii) the sale by certain directors and executive officers of the Company of an aggregate of up to 100,000 shares of Common Stock, (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the sale of the Designated Shares to the Underwriter, (iv) grants of options or shares of Common Stock pursuant to existing stock plans, (v) issuances pursuant to the exercise of warrants, stock options and convertible securities outstanding on the date hereof hereof, (ii) grants of options or shares of Common Stock pursuant to existing employee stock option plans and (viiii) agreements to issue, or issuances of, securities of the Company Common Stock in connection with bona fide acquisitions wherein the holders are effectively subject to such restrictions with respect to the securities acquired or to be shares of Common Stock acquired in such acquisitions. TIME OF DELIVERY:.