Common use of No Disposition or Encumbrance of Shares; No Proxies Clause in Contracts

No Disposition or Encumbrance of Shares; No Proxies. The Stockholders severally represent, covenant and agree that, except for the proxy granted in Section 5 and as contemplated by this Agreement or as required pursuant to the terms of the Standstill Agreement: (a) they shall not, directly or indirectly, during the period commencing on the date hereof and continuing until this provision terminates pursuant to Section 7 hereof: offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, assign, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any security interest, Lien, claim, pledge, option, right of first refusal, agreement, limitation on voting rights, charge or other encumbrance of any nature whatsoever with respect to any or all of the Shares or any interest thereon now legally and/or beneficially owned by any Stockholder, or that may hereafter be acquired by, any Stockholder; (b) they shall not grant any proxy, irrevocable proxy or power of attorney or deposit any Shares into a voting trust or enter into a voting agreement with respect to the voting of Shares (each a "Voting Proxy") to any person except to vote in favor of any of the Transactions contemplated by this Agreement or the Merger Agreement; (c) they have granted no Voting Proxy which is currently (or which will hereafter become) effective with respect to the Shares, and if any Voting Proxy has been granted to any person, such Voting Proxy is hereby revoked; (d) no Voting Proxy shall be given or written consent executed by any Stockholder after the date hereof with respect to the Shares (and if given or executed, shall not be effective) so long as this Agreement remains in effect; and (e) they shall not, and shall not offer to agree to, acquire any additional shares of Common Stock, or options, warrants or other rights to acquire shares of Common Stock (except upon exercise of Stock Options presently held by any Stockholder), without the prior written consent of Parent or Merger Subsidiary.

No Disposition or Encumbrance of Shares; No Proxies. The Stockholders severally representStockholder represents, covenant covenants and agree agrees that, except for the proxy granted in Section 5 and as contemplated by this Agreement or as required pursuant to the terms of the Standstill Agreement: (a) they he shall not, directly or indirectly, during the period commencing on the date hereof and continuing until this provision terminates pursuant to Section 7 hereof: offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, assign, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any security interest, Lien, claim, pledge, option, right of first refusal, agreement, limitation on voting rights, charge or other encumbrance of any nature whatsoever with respect to any or all of the Shares or any interest thereon now legally and/or beneficially owned by any the Stockholder, or that may hereafter be acquired by, any the Stockholder; (b) they he shall not grant any proxy, irrevocable proxy or power of attorney or deposit any Shares into a voting trust or enter into a voting agreement with respect to the voting of Shares (each a "Voting Proxy") to any person except to vote in favor of any of the Transactions contemplated by this Agreement or the Merger Agreement; (c) they have he has granted no Voting Proxy which is currently (or which will hereafter become) effective with respect to the Shares, and if any Voting Proxy has been granted to any person, such Voting Proxy is hereby revoked; (d) no Voting Proxy shall be given or written consent executed by any the Stockholder after the date hereof with respect to the Shares (and if given or executed, shall not be effective) so long as this Agreement remains in effect; and (e) they he shall not, and shall not offer to agree to, acquire any additional shares of Common Stock, or options, warrants or other rights to acquire shares of Common Stock (except upon exercise of Stock Options presently held by any Stockholderthe Stockholder or pursuant to the Company's Employee Stock Purchase Plan), without the prior written consent of Parent or Merger Subsidiary.

No Disposition or Encumbrance of Shares; No Proxies. The Stockholders severally Stockholder Parties, jointly and severally, represent, covenant and agree that, except for the proxy granted in Section 5 and as contemplated by this Agreement or as required pursuant to the terms of the Standstill Agreement: (a) they shall not, directly or indirectly, during the period commencing on or the date hereof and continuing until this provision terminates pursuant to Section 7 hereof: offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, assign, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any security interest, Lien, claim, pledge, option, right of first refusal, agreement, limitation on voting rights, charge or other encumbrance of any nature whatsoever with respect to any or all of the Shares or any interest thereon now legally and/or beneficially owned by any StockholderStockholder Party, or that may hereafter be acquired by, any StockholderStockholder Party; (b) they shall not grant any proxy, irrevocable proxy or power of attorney or deposit any Shares into a voting trust or enter into a voting agreement with respect to the voting of Shares (each a "Voting ProxyVOTING PROXY") to any person except to vote in favor of any of the Transactions transactions contemplated by this Agreement or the Merger Agreement; (c) they have granted no Voting Proxy which is currently (or which will hereafter become) effective with respect to the Shares, and if any Voting Proxy has been granted to any person, such Voting Proxy is hereby revoked; (d) no Voting Proxy shall be given or written consent executed by any Stockholder Party after the date hereof with respect to the Shares (and if given or executed, shall not be effective) so long as this Agreement remains in effect; and (e) they shall not, and shall not offer to agree to, acquire any additional shares of Common Stock, or options, warrants or other rights to acquire shares of Common Stock (except upon exercise of Stock Options stock options presently held by any StockholderStockholder Party), without the prior written consent of Parent or Merger SubsidiarySub.

No Disposition or Encumbrance of Shares; No Proxies. The Stockholders severally representStockholder represents, covenant covenants and agree agrees that, except for the proxy granted in Section 5 2 and as contemplated by this Agreement or as required pursuant to the terms of the Standstill Agreement: (a) they shall Stockholder will not, directly or indirectly, during the period commencing on the date hereof and continuing until term of this provision terminates pursuant to Section 7 hereof: Agreement, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, assign, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any security interest, Lienlien, claim, pledge, option, right of first refusal, agreement, limitation on voting rights, charge or other encumbrance of any nature whatsoever with respect to any or all of the Shares or any interest thereon now legally and/or beneficially owned by any Stockholder, or that may hereafter be acquired by, any the Stockholder; (b) they Stockholder shall not not, during the term of this Agreement, grant any proxy, irrevocable proxy or power of attorney or deposit any Shares into a voting trust or enter into a voting agreement with respect to the voting of the Shares (each each, a "“Voting Proxy"”) to with any person except to vote in favor of any of the Transactions transactions contemplated by this Agreement or the Merger Agreement; (c) they have Stockholder has granted no Voting Proxy which is currently (or which during the term of this Agreement will hereafter become) effective with respect to the Shares, and if any Voting Proxy has been granted to any person, such Voting Proxy is hereby revoked; (d) no Voting Proxy shall be given or written consent executed by any the Stockholder after the date hereof with respect to the Shares (and if given or executed, shall not be effective) so long as this Agreement remains in effect; and (e) they during the term of this Agreement, Stockholder shall not, and shall not offer to agree to, acquire any additional shares of Common Stock, or options, warrants or other rights to acquire shares of Common Stock (except upon exercise of Stock Options presently held by any Stockholder), without the prior written consent of Parent or Merger SubsidiarySub.