Common use of No Disposition or Adverse Act Clause in Contracts

No Disposition or Adverse Act. Shareholder hereby covenants and agrees that, except as contemplated by this Agreement, from the date hereof until the date that is six (6) months following any termination of the Purchase Agreement, Shareholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares, Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates or any interest therein without the prior written consent of Parent (other than Permitted Transfers and Transfers by operation of Law, in which case this Agreement shall bind the transferee and such transferee shall deliver to Parent and Buyer a Transfer Agreement), (ii) enter into any contract, option or other agreement with respect to any Transfer of any or all Covered Shares, Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates 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 the Covered Shares or Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates inconsistent with Shareholder’s voting or consent obligations in Section 3 or (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or Equity Interests inconsistent with Shareholder’s voting or consent obligations in Section 3. Any attempted Transfer of Covered Shares, Equity Interests or any interest therein in violation of this Section 4(a) shall be null and void.

No Disposition or Adverse Act. Shareholder hereby covenants and agrees that, except as contemplated by this Agreement, from the date hereof until the date that is six (6) months following any termination of the Purchase Agreement, Shareholder shall not (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares, other Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates Affiliates, or any interest therein in such Covered Shares or other Equity Interests, without the prior written consent of Parent (other than Permitted Transfers and Transfers by operation of LawTransfers, in which case this Agreement shall bind the any transferee and such transferee shall deliver to Parent and Buyer a Transfer Agreement), (ii) enter into any contract, option or other agreement with respect to any Transfer of any or all Covered Shares, other Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates Affiliates, or any interest thereinin such Covered Shares or other Equity Interests, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares or other Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates inconsistent with Shareholder’s voting or consent obligations in Section 3 or (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or other Equity Interests inconsistent with Shareholder’s voting or consent obligations in Section 3. Any attempted Transfer of Covered Shares, other Equity Interests or any interest therein in violation of this Section 4(a) shall be null and void.

No Disposition or Adverse Act. Shareholder Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, from the date hereof until Rollover Commitment Letter and the date that is six (6) months following any termination of the Purchase Merger Agreement, Shareholder such Stockholder shall not not, throughout the Term: (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares, Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates Shares or any interest therein without the prior written consent of Parent (other than Permitted Transfers and Transfers by operation of Law, in which case this Agreement shall bind the transferee and such transferee shall deliver to Parent and Buyer a Transfer Agreement)Purchaser, (ii) tender any or all of the Covered Shares into any exchange or tender offer commenced by a person other than Purchaser, Merger Sub or any Affiliate of Purchaser or Merger Sub, (iii) enter into any contract, option or other agreement agreement, arrangement or understanding (including any profit sharing arrangement) with respect to any Transfer of any or all Covered Shares, Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates 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 the Covered Shares or Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates inconsistent with Shareholder’s voting or consent obligations in Section 3 or Shares, (ivv) deposit or permit to be deposited any or all of the Covered Shares into a voting trust or trust, (vi) enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or Equity Interests inconsistent permit any record holder of Covered Shares to enter into any voting agreement or arrangement with Shareholderrespect to any or all of the Covered Shares, or (vii) 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 with the performance of such Stockholder’s voting obligations hereunder or consent obligations in Section 3the transactions contemplated hereby or by the Merger Agreement. Any attempted Transfer of Covered Shares, Equity Interests Shares or any interest therein in violation of this Section 4(a3(a) shall be null and void.

No Disposition or Adverse Act. Shareholder Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, from the date hereof until the date that is six (6) months following any termination of the Purchase Agreement, Shareholder such Stockholder shall not (with respect to the Covered Shares beneficially owned by such Stockholder), and shall cause each other Stockholder Controlled by such Stockholder (with respect to the Covered Shares beneficially owned by such other Stockholder) not to, directly or indirectly (i) offer to Transfer, Transfer or consent to any Transfer of any or all of the such Covered Shares, Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates Shares or any interest therein without the prior written consent of Parent (other than Permitted Transfers and Transfers by operation of Law, in which case this Agreement shall bind the transferee and such transferee shall deliver to Parent and Buyer a Transfer Agreement)Parent, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of such Covered Shares, Equity Interests beneficially owned by Shareholder or one of its controlled Affiliates 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 or all of the such Covered Shares (other than any such proxy, power-of-attorney, right of first offer or Equity Interests beneficially owned by Shareholder refusal or one of its controlled Affiliates inconsistent with Shareholder’s voting other authorization or consent that is not inconsistent and could not reasonably be expected to interfere in any manner with the voting obligations of such Stockholder contained in Section 3 this Agreement or the Proxy granted to Parent by such Stockholder), or (iv) deposit any or all of the such Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of such Covered Shares; provided that the foregoing shall not prohibit the Transfer by any Stockholder of any or all of the Covered Shares beneficially owned by such Stockholder or Equity Interests inconsistent with Shareholder’s voting any interest therein to one or consent obligations in Section 3more of its Affiliates that, prior to such Transfer, executes and delivers to Parent a counterpart to this Agreement and a Proxy. Any attempted Transfer of Covered Shares, Equity Interests Shares or any interest therein in violation of this Section 4(a3(a) shall be null and void.