No Disposition or Encumbrance of Shares. The Stockholder hereby agrees that, except as contemplated by this Agreement, the Stockholder shall not (i) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy), deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii) take any action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations hereunder.
No Disposition or Encumbrance of Shares. Each Stockholder, severally and not jointly, hereby agrees that, except as contemplated by this Agreement and the Merger Agreement, such Stockholder shall not (i) sell, transfer, tender, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting trust or enter into a voting arrangement or agreement, or create or permit to exist any Liens of any nature whatsoever with respect to, any of such Stockholder's Shares (or agree or consent to, or offer to do, any of the foregoing), (ii) take any action that would make any representation or warranty of such Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations hereunder or (iii) directly or indirectly, initiate, solicit or encourage any person to take actions that could reasonably be expected to lead to the occurrence of any of the foregoing.
No Disposition or Encumbrance of Shares. Stockholder covenants and agrees that, from the date of this Agreement until the Expiration Date (as defined below), Stockholder will not, directly or indirectly: (a) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or transfer (or permit or announce any offer, sale, offer of sale, contract of sale or grant of any option for the purchase of, or permit or announce any other disposition or transfer of) any of the Shares, or any interest in any of the Shares, to any Person other than Parent; (b) create or permit to exist any liens, claims, options, charges or other encumbrances on or otherwise affecting any of the Shares; or (c) reduce Stockholder's beneficial ownership of, interest in or risk relating to any of the Shares; PROVIDED, that Stockholder may engage in the transactions otherwise prohibited by clauses (a) and (c) above if the recipient of such Shares shall have (i) executed a counterpart of this Agreement and a proxy in substantially the form attached hereto as EXHIBIT A (with such modifications as Parent may reasonably request) (the "Required Counterpart and Proxy"), and (ii) agreed in writing to hold such Shares, or such interest therein, subject to all of the terms and conditions set forth in this Agreement (together with the Required Counterpart and Proxy, the "Requirements for Transfer"); PROVIDED, FURTHER, that the Stockholder may sell up to Seven Hundred Fifty Thousand (750,000) shares of capital stock of the Company through the NASDAQ National Market through ordinary course broker-dealer transactions without fulfilling the Requirements for Transfer for such Shares.
No Disposition or Encumbrance of Shares. Shareholder hereby agrees that, except as contemplated by this Agreement, Shareholder shall not (i) deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Encumbrances of any nature whatsoever (other than pursuant to this Agreement) with respect to, Shareholder’s Shares or Parent Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii) take any action that would make any representation or warranty of Shareholder herein untrue or incorrect or have the effect of preventing, delaying or disabling Shareholder from performing Shareholder’s obligations hereunder.
No Disposition or Encumbrance of Shares. The Stockholder agrees that, prior to the termination of this Agreement in accordance with the terms hereof, it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of law), pledge, encumber or otherwise dispose of any of the Shares or otherwise agree to do any of the foregoing, (ii) deposit any of the Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto which is inconsistent with this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer (including by operation of law) or other disposition of any Shares, or (iv) take any action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing its obligations hereunder.
No Disposition or Encumbrance of Shares. Stockholder covenants and agrees that, from the date of this Agreement until the Expiration Date (as defined below), Stockholder will not, directly or indirectly: (a) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or transfer (each a "Transfer") of, or permit or announce any Transfer of, any of the Shares, or any interest in any of the Shares, to any Person other than Parent; (b) create or permit to exist any liens, claims, options, charges or other encumbrances on or otherwise affecting any of the Shares; or (c) reduce Stockholder's beneficial ownership of, interest in or risk relating to any of the Shares; provided, that nothing herein shall prohibit Transfers of Shares to any third party, affiliate, related party, family member or trust established for the benefit of the Stockholder or any of the foregoing persons or entities, provided that the recipient of such Shares shall agree in writing to be bound by the provisions of this Agreement.
No Disposition or Encumbrance of Shares. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, such Stockholder shall not offer or agree to sell, transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on any Stockholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to the Shares or, directly or indirectly, initiate, solicit or encourage, any person to take actions which could reasonably be expected to lead to the occurrence of any of the foregoing.
No Disposition or Encumbrance of Shares. The Stockholder, except as contemplated by this Agreement, will not (i) sell, transfer, tender, assign, contribute to the capital of any entity, hypothecate or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting trust, or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on the Stockholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to, any of the Shares (or agree or consent to, or offer to do, any of the foregoing), (ii) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations hereunder, or (iii) directly or indirectly, initiate, solicit or encourage any person to take actions that could reasonably be expected to lead to the occurrence of any of the foregoing.
No Disposition or Encumbrance of Shares. Each Stockholder hereby covenants and agrees that, until the expiration of the Options as provided in Section 1 of this Agreement, except as contemplated by this Agreement, the Stockholder shall not, and shall not offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on the Stockholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to the Shares, except for the security interest arising from that certain Pledge Agreement dated as of March 13, 1996 between RHI Holdings, Inc. and Xxxxxx & Hannah (the "Pledge Agent") and except for the security interest arising from that certain Amended and Restated Pledge Agreement dated as of July 18, 1997 between RHI Holdings, Inc. and Citicorp USA, Inc. (the "Citicorp Pledge Agreement").
No Disposition or Encumbrance of Shares. NO ACQUISITION OF SHARES.
(a) Each Stockholder severally (and not jointly) covenants and agrees that, except as contemplated by this Agreement, such Stockholder shall not (x) offer or agree to sell, transfer, tender, assign, hypothecate or otherwise dispose of, or (y) create any security interest, lien, claim, pledge, option, right of first refusal, limitation on such Stockholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to, the Shares Owned by, or that may hereafter be acquired by, such Stockholder. Each Stockholder severally (and not jointly) agrees that such Stockholder shall not grant any proxy or power of attorney with respect to the voting of Shares (each a "Voting Proxy") to any person except to vote in favor of the transactions contemplated by this Agreement or the Merger Agreement. Each Stockholder severally (and not jointly) hereby represents and warrants that such Stockholder has granted no Voting Proxy which is currently (or which will hereafter become) effective with respect to Shares owned by such Stockholder except Voting Proxies, if any, granted to another Stockholder, and if such Stockholder has granted a Voting Proxy to any person other than a Stockholder, such Voting Proxy is hereby revoked and such Stockholder shall take all such other actions as may be necessary or advisable to ensure that any such Voting Proxy has been properly revoked. No Voting Proxy shall be given or written consent executed by such Stockholder after the date hereof with respect to such Stockholder's Shares (and if given or executed, shall not be effective) so long as this Agreement remains in effect; PROVIDED, HOWEVER, that such Stockholder may hereafter grant Voting Proxies in furtherance of such Stockholder's obligations under Section 7.1 hereof.
(b) Each Stockholder hereby severally (and not jointly) covenants and agrees that it shall not, and shall not offer or agree to, acquire any additional shares of Common Stock, or options, warrants or other rights to acquire shares of Common Stock, without the prior written consent of Parent or Sub.
