Common use of Certain Prohibited Transfers Clause in Contracts

Certain Prohibited Transfers. Subject to Section 5.3, during the period from the date of this Agreement through the termination of this Agreement, Stockholder agrees not to, except as set forth herein with respect to the Offer or pursuant to the Merger: (a) sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any Shares or any interest contained therein (each a “Transfer”) other than pursuant to this Agreement; (b) grant any proxies or power of attorney or enter into a voting agreement or other arrangement relating to the matters covered by Section 2.1, with respect to any Shares, other than the matters contemplated by this Agreement; (c) deposit any Shares into a voting trust; or (d) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere with the performance of Stockholder’s obligations hereunder, excluding any bankruptcy filing.

Certain Prohibited Transfers. Subject to Section 5.3Each Shareholder, during the period from the date of this Agreement through the termination of this Agreementseverally and not jointly, Stockholder agrees not to, except as set forth herein with respect to provided for in the Offer or pursuant to the MergerMerger Agreement: (a) 1. sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any Shares or any interest contained therein (each a “Transfer”) other than pursuant to this Agreement, unless the Person to which such Shares are to be Transferred expressly agrees to be bound by this Agreement in a written instrument reasonably satisfactory to Parent; (b) 2. grant any proxies or power of attorney or enter into a voting agreement or other arrangement relating to the matters covered by Section 2.1I.A, with respect to any Shares, Shares other than the matters contemplated by this Agreement; (c) 3. deposit any Shares into a voting trust; or (d) 4. knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere with the performance of Stockholdersuch Shareholder’s obligations hereunderhereunder or the transactions contemplated hereby, excluding any bankruptcy filing.

Certain Prohibited Transfers. Subject to Section 5.3, during the period from the date of this Agreement through the termination of this Agreement, Stockholder agrees not to, except as set forth herein with respect to the Offer or pursuant to the Merger: (a) sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any Shares or any interest contained therein (each a “"Transfer”") other than pursuant to this Agreement; (b) grant any proxies or power of attorney or enter into a voting agreement or other arrangement relating to the matters covered by Section 2.1, with respect to any Shares, other than the matters contemplated by this Agreement; (c) deposit any Shares into a voting trust; or (d) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere with the performance of Stockholder’s 's obligations hereunder, excluding any bankruptcy filing.

Certain Prohibited Transfers. Subject to Section 5.3, during the period from the date of this Agreement through the termination of this Agreement, Stockholder Each Shareholder agrees not to, except as set forth herein with respect to provided for in the Offer or pursuant to the MergerMerger Agreement: (a) sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any Shares or any interest contained therein (each a “"Transfer”") other than pursuant to this Agreement, unless the Person to which such Shares are to be Transferred expressly agrees to be bound by this Agreement in a written instrument reasonably satisfactory to Buyer Parent; (b) grant any proxies or power of attorney or enter into a voting agreement or other arrangement relating to the matters covered by Section 2.11.1, with respect to any Shares, Shares other than the matters contemplated by this Agreement; (c) deposit any Shares into a voting trust; or (d) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere with the performance of Stockholder’s such Shareholder's obligations hereunderhereunder or the transactions contemplated hereby, excluding any bankruptcy filing.