Covenants of the Principal Company Shareholders. (a) No Disposition of Company Shares Prior to the Closing. Each Principal Company Shareholder hereby agrees that, except as contemplated by this Agreement, such Principal Company Shareholder shall not sell, transfer, tender, assign, pledge, encumber, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting trust or enter into a voting arrangement or agreement, or create or permit to exist any Liens of any nature whatsoever (a "Transfer") with respect to any of such person's Company Shares (or agree or consent to, or offer to do, any of the foregoing); provided, however, that the restrictions set forth in this Section 6.12(a) shall not prohibit or restrict Transfers of Company Shares to family members or affiliates of such Principal Company Shareholder (or to entities or trusts formed by or for the benefit of such Principal Company Shareholder or family members or affiliates of such Principal Company Shareholder) if the transferee agrees in writing to be bound by this Agreement.
Covenants of the Principal Company Shareholders. The Principal Company Shareholders covenant to the Parent and Newco as follows:
