Common use of No Disposition or Adverse Act Clause in Contracts

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, the Merger Agreement and the Offer Documents, each Stockholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of its Covered Shares or any interest therein without the prior written consent of Parent, (ii) enter into any Contract with respect to any Transfer of any of its Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any of its Covered Shares, (iv) deposit any of its Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of its Covered Shares or (v) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement; provided, that nothing in this Section 4(a) shall restrict or prohibit (x) the transfer of Covered Shares between and among accounts that are controlled by the Stockholder, if at all times such accounts hold Covered Shares, and which do not place prohibitions or restrictions on the ability of such Stockholder to perform any of its agreements or obligations hereunder or (y) the transfer of Covered Shares to any affiliate of the Stockholder who executes a similar Tender and Support Agreement. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 4(a) shall be null and void.

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, the Merger Agreement and the Offer Documents, each Stockholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of its Covered Shares or any interest therein without the prior written consent of Parent, (ii) enter into any Contract with respect to any Transfer of any of its Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any of its Covered Shares, (iv) deposit any of its Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of its Covered Shares or (v) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s 's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement; provided, that nothing in this Section 4(a) shall restrict or prohibit (x) the transfer of Covered Shares between and among accounts that are controlled by the Stockholder, if at all times such accounts hold Covered Shares, and which do not place prohibitions or restrictions on the ability of such Stockholder to perform any of its agreements or obligations hereunder or (y) the transfer of Covered Shares to any affiliate of the Stockholder who executes a similar Tender and Support Agreement. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 4(a) shall be null and void.

No Disposition or Adverse Act. Other than any transfer or sale of Parent Common Shares in any cashless exercise of any options related to Parent Common Stock, each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, the Merger Agreement and the Offer DocumentsMerger Agreement, each such Stockholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of its the Covered Shares or any interest therein without the prior written consent of ParentXxxxxx, (ii) enter into any Contract contract, option or other agreement or understanding with respect to any Transfer of any of its or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of its the Covered SharesShares in connection with any meeting of the stockholders of Parent related to voting on the Merger and the other transactions contemplated in the Merger Agreement (but, for the avoidance of any doubt, not an annual or special meeting the stockholders of Parent unrelated to voting on the Merger and the other transactions contemplated in the Merger Agreement vote), (iv) deposit any or all of its the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of its the Covered Shares or (v) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement; provided, that nothing in this Section 4(a) shall restrict or prohibit (x) the transfer of Covered Shares between and among accounts that are controlled by the Stockholder, if at all times such accounts hold Covered Shares, and which do not place prohibitions or restrictions on the ability of such Stockholder to perform any of its agreements or obligations hereunder or (y) the transfer of Covered Shares to any affiliate of the Stockholder who executes a similar Tender and Support Agreement. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 4(a3(a) shall be null and void.

No Disposition or Adverse Act. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, the Merger Agreement and the Offer DocumentsMerger Agreement, each such Stockholder shall not not, throughout the Term: (i) offer to Transfer, Transfer or consent to any Transfer of any or all of its Covered Shares or any interest therein without the prior written consent of Parentthe Company, except to an Affiliate or Affiliates of such Stockholder that agrees or agree to be bound by the terms and conditions of this Agreement, (ii) tender any or all of the Covered Shares into any exchange or tender offer commenced by a Person other than Parent, Merger Sub or any Affiliate of Parent or Merger Sub, (iii) enter into any Contract contract, option or other agreement, arrangement or understanding (including any profit sharing arrangement) with respect to any Transfer of any of its or all Covered Shares or any interest therein, (iiiiv) grant or permit to be granted any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of its the Covered Shares, (ivv) deposit or permit to be deposited any or all of its the Covered Shares into a voting trust or trust, (vi) enter into a voting agreement or arrangement with respect to any or all of its Covered Shares Shares, or (vvii) take or permit to be taken any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement; provided, that nothing in this Section 4(a) shall restrict or prohibit (x) the transfer of Covered Shares between and among accounts that are controlled by the Stockholder, if at all times such accounts hold Covered Shares, and which do not place prohibitions or restrictions on the ability of such Stockholder to perform any of its agreements or obligations hereunder or (y) the transfer of Covered Shares to any affiliate of the Stockholder who executes a similar Tender and Support Agreement. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 4(a3(a) shall be null and void.

No Disposition or Adverse Act. Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, the Merger Agreement and the Offer Documents, each Stockholder shall not not, directly or indirectly, (i) offer to Transfer, Transfer or consent to any Transfer of any or all of his or its Covered Shares or any interest therein without the prior written consent of Parent, (ii) enter into any Contract with respect to any Transfer of any of his or its Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney attorney, right of first offer or refusal or other authorization or consent in or with respect to any of his or its Covered Shares, (iv) deposit any of his or its Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his or its Covered Shares, (v) otherwise permit any Liens to be created on any Covered Shares or (vvi) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement; provided, that nothing in this Section 4(a) shall restrict or prohibit (x) the transfer of Covered Shares between and among accounts that are controlled by the Stockholder, if at all times such accounts hold Covered Shares, and which do not place prohibitions or restrictions on the ability of such Stockholder to perform any of its agreements or obligations hereunder or (y) the transfer of Covered Shares to any affiliate of the Stockholder who executes a similar Tender and Support Agreementhereby. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 4(a) shall be null and void.