Common use of Forbearances of the Seller Clause in Contracts

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased Shares.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserCompany, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Repurchased Securities or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesRepurchased Securities.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserCompany, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased Shares.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Shares, the Warrant or any portion thereof or interest therein (other than pursuant to the Securities Purchase); (B) exercise the Warrant, in whole or in part; or (BC) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A) or Section 4.01(B). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesShares and the Warrant.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased Shares.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserCompany, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Shares, the Warrant or any portion thereof or interest therein (other than pursuant to the Securities Purchase); (B) exercise the Warrant, in whole or in part; or (BC) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesShares and the Warrant.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserCompany, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Shares, the Warrant or any portion thereof or interest therein (other than pursuant to the Securities Purchase); (B) exercise the Warrant, in whole or in part; or (BC) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A) or Section 4.01(B). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesShares and the Warrant.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Shares, the Warrant or any portion thereof or interest therein (other than pursuant to the Securities Purchase); (B) exercise the Warrant, in whole or in part; or (BC) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A) or Section 4.01(B). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesShares and the Warrant.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Shares, the Warrant or any portion thereof or interest therein (other than pursuant to the Securities Purchase); (B) revoke or terminate, or attempt to revoke or terminate, the Merger Proxy; or (BC) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesShares and the Warrant.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserLarge Purchasers, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares or any portion thereof or interest therein (other than pursuant to the Securities Purchasethis Agreement); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased Shares.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased Shares.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserPurchasers, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased Shares.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserCompany, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Shares, the Warrant or any portion thereof or interest therein (other than pursuant to the Securities Purchase); (B) exercise the Warrant, in whole or in part; or (BC) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A) and Section 4.01(B). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesShares and the Warrant.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Shares, the Warrant or any portion thereof or interest therein (other than pursuant to the Securities Purchase); (B) exercise the Warrant, in whole or in part; or (BC) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesShares and the Warrant.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserPurchasers, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased Shares.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not:, (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Shares, the Warrant or any portion thereof or interest therein (other than pursuant to the Securities Purchase); (B) exercise the Warrant, in whole or in part; or (BC) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A) or Section 4.01(B). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesShares and the Warrant.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Warrant or any portion thereof or interest therein (other than pursuant to the Securities Purchase); (B) exercise the Warrant, in whole or in part; or (BC) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A) or Section 4.01(B). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesWarrant.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserCompany, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares Senior Subordinated Securities or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesSenior Subordinated Securities.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserCIC, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased Shares.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any hedging transactions with respect toany (B) exercise the Warrant, any of the Purchased Shares in whole or any portion thereof or interest therein (other than pursuant to the Securities Purchase)in part; or (BC) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A) or Section 4.01(B). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased SharesShares and the Warrant.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the PurchaserCompany, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, or engage in or enter into any hedging transactions with respect to, any of the Purchased Parkvale Shares or the Shares or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A5.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A5.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 8.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.015.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased Parkvale Shares and the Shares.

Forbearances of the Seller. From the date hereof until the Closing, without the prior written consent of the Purchaser, the Seller will not: (A) directly or indirectly transfer, sell, assign, distribute, exchange, pledge, hypothecate, mortgage, encumber or otherwise dispose of, of or engage in or enter into any hedging transactions with respect to, any of the Purchased Shares or any portion thereof or interest therein (other than pursuant to the Securities Purchase); or; (B) agree, commit to or enter into any agreement to take any of the actions referred to in Section 4.01(A). Notwithstanding the foregoing, the Seller may undertake any of the actions set forth in Section 4.01(A) with an Affiliate of the Seller so long as this Agreement is assigned to such Affiliate in accordance with Section 7.07 of this Agreement. For the avoidance of doubt, until the Closing, except as expressly set forth in this Section 4.01, the Seller shall continue to be able to exercise all rights and privileges with respect to the Purchased Shares.