Option to Purchase Additional Shares
We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to 1,350,000 additional shares at the public offering price, less the underwriting discount. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.
No Sales of Similar Securities
We have agreed that, for a period of 60 days from the date of this prospectus supplement, we will not (i) directly or indirectly, 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 to purchase, lend, or otherwise transfer or dispose of any shares of common stock (other than the shares offered hereby) or any securities (including OP Units) convertible into, or redeemable, exercisable or exchangeable for, shares of common stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of shares of common stock, whether any such swap 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, without the prior written consent of the representatives, except that we may:
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issue shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date of this prospectus supplement,
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issue shares of common stock or options to purchase common stock pursuant to our existing employee benefit plans,
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issue shares of common stock pursuant to any dividend reinvestment plan,
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issue OP Units in connection with the acquisition of additional properties,
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issue shares of common stock upon redemption of OP Units and file a registration statement relating to the issuance and resale of such shares of common stock or
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file a registration statement on Form S-8 relating to shares of common stock that may be issued pursuant to any equity compensation plans.
Our executive officers and directors have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for common stock for 60 days after the date of this prospectus without first obtaining the written consent of the representatives. Our directors and officers have agreed not to directly or indirectly:
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offer, pledge, sell or contract to sell any common stock,
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sell any option or contract to purchase any common stock,
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purchase any option or contract to sell any common stock,
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grant any option, right or warrant to purchase any common stock,
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lend or otherwise dispose of or transfer any common stock,
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request or demand that we file or make a confidential submission of a registration statement related to the common stock, or
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enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.
The lock-up applies to common stock and to securities convertible into or exchangeable or exercisable for common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. Subject to certain conditions, the lock-up does not apply to the following: (i) transfers as a bona fide gift or gifts, (ii) transfers to any trust for the direct or indirect benefit of the director or officers or their immediate family, (iii) transfers by will or intestacy upon the death of the director or officer, (iv) transfers to the to the director or officer’s affiliates or to any investment fund or other entity controlled or managed by the director or officer, (v) transfers pursuant to an order of a court or regulatory agency or to comply with any regulations related to the