Common use of No Disposition or Adverse Act Clause in Contracts

No Disposition or Adverse Act. Principal Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement and the Merger Agreement, Principal Stockholder shall not, without the prior written consent of Parent, (i) Transfer (as defined below) or consent to any Transfer of any or all of the Covered Shares without the prior written consent of Parent, (ii) grant any proxy, power-of-attorney or other authorization or consent or execute any agreement, arrangement, commitment or undertaking, whether or not in writing, in or with respect to any or all of the Covered Shares (other than the Written Consent or any proxy, power-of-attorney or other authorization or consent executed and delivered for the benefit of Parent and in accordance with the Merger Agreement and this Agreement, which will not require the prior written consent of Parent), with any such prohibited proxy, power-of-attorney, authorization, consent, agreement, arrangement, commitment or undertaking granted or purported to be granted by Principal Stockholder being null and void ab initio, or (iii) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or other arrangement with respect to any or all of the Covered Shares. Any attempted Transfer of the Covered Shares or any interest therein in violation of this Section 2(a) shall be null and void ab initio.

No Disposition or Adverse Act. Each Principal Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement and the Merger Agreement, such Principal Stockholder shall not, without the prior written consent of Parent, (i) Transfer (as defined belowin Section 7(l)) or consent to any Transfer of any or all of the Covered Shares without the prior written consent of Parent, except, in each case, to any Affiliate of such Principal Stockholder, which will not require the prior written consent of Parent, (ii) grant any proxy, power-of-attorney or other authorization or consent or execute any agreement, arrangement, commitment or undertaking, whether or not in writing, written consent in or with respect to any or all of the Covered Shares (other than the Written Consent or any proxy, power-of-attorney or other authorization or consent (A) executed and delivered for the benefit of Parent and in accordance with the Merger Agreement and this AgreementAgreement or (B) given to any Affiliate of such Principal Stockholder, in each case, which will not require the prior written consent of Parent), with any such prohibited proxy, power-of-attorney, authorization, consent, agreement, arrangement, commitment attorney or undertaking granted or authorization purported to be granted by any Principal Stockholder being null and void ab initio, or (iii) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or other arrangement with respect to any or all of the Covered Shares, except, in each case, to any Affiliate of such Principal Stockholder, which will not require the prior written consent of Parent. Any attempted Transfer of the Covered Shares or any interest therein in violation of this Section 2(a) shall be null and void ab initiovoid.