Common use of Certain Covenants of Stockholder Clause in Contracts

Certain Covenants of Stockholder. (a) Restriction on Transfer of Subject Shares, Proxies and Noninterference. During the Pre-Closing Period, Stockholder shall not, directly or indirectly, in his or its capacity as a stockholder of the Company, except pursuant to the terms and conditions of this Agreement: (A) offer for sale, sell, transfer, tender, loan, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, grant any rights with respect to, or enter into any transaction which is designed to, or might be reasonably be expected to, resort in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) of any right, title and interest any or all of the Subject Shares; (B) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into a voting agreement with respect to any of the Subject Shares; or (C) take any action that would make any representation or warranty contained herein untrue, inaccurate or incorrect or have the effect of impairing the ability of Stockholder to perform Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Purchase Agreement.