Common use of No Disposition or Adverse Act Clause in Contracts

No Disposition or Adverse Act. Each Sponsor Entity hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Sponsor Entity shall not, without the prior written consent of Parent, (i) offer to Transfer (as defined in Section 7(u) below), Transfer or consent to any Transfer of any or all of the Covered Units (as defined in Section 7(u) below) or any interest therein, (ii) enter into any Contract, including any option, with respect to any Transfer of any or all of the Covered Units or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent or execute any written consent in or with respect to any or all of the Covered Units (other than (A) the Unitholder Consent and (B) any proxy, power-of-attorney or other authorization that is (x) revocable and (y) directs the holder or grantee thereof to vote the Covered Units in accordance with this Agreement), with any such proxy, power-of-attorney or authorization purported to be granted by any Sponsor Entity being void ab initio, or (iv) deposit any or all of the Covered Units into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Units. Any attempted Transfer of Covered Units or any interest therein in violation of this Section 2(a) shall be null and void.

No Disposition or Adverse Act. Each Sponsor Xxxxxxxxx Entity hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, such Sponsor Xxxxxxxxx Entity shall not, without the prior written consent of ParentParent GP, (i) offer to Transfer (as defined in Section 7(u7(s) below), Transfer or consent to any Transfer of any or all of the Covered Units (as defined in Section 7(u) below) or any interest therein, (ii) enter into any Contract, including any option, with respect to any Transfer of any or all of the Covered Units or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent or execute any written consent in or with respect to any or all of the Covered Units (other than (A) the Unitholder Consent and (B) any proxy, power-of-attorney or other authorization that is (x) revocable and (y) directs the holder or grantee thereof to vote the Covered Units in accordance with this Agreement), with any such proxy, power-of-attorney or authorization purported to be granted by any Sponsor Xxxxxxxxx Entity being void ab initio, or (iv) deposit any or all of the Covered Units into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Units. Any attempted Transfer of Covered Units or any interest therein in violation of this Section 2(a) 2 shall be null and void.

No Disposition or Adverse Act. Each Sponsor Entity Founding Unitholder hereby covenants and agrees severally and not jointly that, except as contemplated by this Agreement and the Merger Agreement, such Sponsor Entity Founding Unitholder shall not, without the prior written consent of Parent, during the Term (ia) offer to Transfer (as defined in Section 7(u8(t) below), Transfer or consent to any Transfer of any or all of the Covered Units (as defined in Section 7(u8(t) below) or any interest therein, (iib) enter into any Contract, including any option, with respect to any Transfer of any or all of the Covered Units or any interest therein, (iiic) grant any proxy, power-of-attorney or other authorization or consent or execute any written consent in or with respect to any or all of the Covered Units (other than (Ai) the Unitholder Consent and (Bii) any proxy, power-of-attorney or other authorization that is (xA) revocable and (yB) directs the holder or grantee thereof to vote the Covered Units in accordance with this Agreement), with any such proxy, power-of-attorney or authorization purported to be granted by any Sponsor Entity such Founding Unitholder being void ab initio, or (ivd) deposit any or all of the Covered Units into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Units. Any attempted Transfer of Covered Units or any interest therein in violation of this Section 2(a) 2 shall be null and void.