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

No Disposition or Encumbrance of Shares. Each Shareholder, severally but not jointly, hereby agrees that, except as contemplated by this Agreement, such Shareholder shall not (i) sell, transfer, tender, 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, deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens of any nature whatsoever with respect to, any of such Shareholder's Shares (or agree or consent to, or offer to do, any of the foregoing) other than the making of bona fide gifts of Shares to persons who agree in writing to assume such Shareholder's obligations under, and to be bound by, this Agreement, in an aggregate amount of not more than 20,000 Shares per Shareholder (provided that bona fide charitable organizations under the Code need not agree to be so bound), (ii) other than as contemplated by this Agreement, take any action that would make any representation or warranty of such Shareholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing such Shareholder's material 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. The parties hereto agree that the conversion of Shares by operation of law pursuant to the Merger shall not be prohibited by this Section 5.01.

No Disposition or Encumbrance of Shares. Each Shareholder, severally but not jointly, hereby Stockholder covenants and agrees that, except from the date of this Agreement until the Expiration Date (as contemplated by this Agreementdefined below), such Shareholder shall not Stockholder will not, directly or indirectly: (ia) offer, sell, transferoffer to sell, tendercontract to sell, pledge, assign, contribute grant any option to the capital of any entity, hypothecate, give 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, grant a proxy or power permit or announce any other disposition or transfer of) any of attorney with respect to, deposit into any voting trust, enter into any voting agreementthe Shares, or any interest in any of the Shares, to any Person other than Parent; (b) create or permit to exist any Liens of any nature whatsoever with respect toliens, any of such Shareholder's Shares (claims, options, charges or agree other encumbrances on or consent to, or offer to do, otherwise affecting any of the foregoingShares; or (c) other than reduce Stockholder's beneficial ownership of, interest in or risk relating to any of the making Shares; PROVIDED, that Stockholder may engage in the transactions otherwise prohibited by clauses (a) and (c) above if the recipient of bona fide gifts such Shares shall have (i) executed a counterpart of Shares to persons who agree 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 assume hold such Shareholder's obligations underShares, and or such interest therein, subject to be bound by, this Agreement, in an aggregate amount of not more than 20,000 Shares per Shareholder (provided that bona fide charitable organizations under the Code need not agree to be so bound), (ii) other than as contemplated by this Agreement, take any action that would make any representation or warranty of such Shareholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing such Shareholder's material 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 all of the foregoing. The parties hereto agree terms and conditions set forth in this Agreement (together with the Required Counterpart and Proxy, the "Requirements for Transfer"); PROVIDED, FURTHER, that the conversion Stockholder may sell up to Seven Hundred Fifty Thousand (750,000) shares of Shares by operation capital stock of law pursuant to the Merger shall not be prohibited by this Section 5.01Company 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. Each Shareholder, severally but not jointly, hereby Stockholder covenants and agrees that, except from the date of this Agreement until the Expiration Date (as contemplated by this Agreementdefined below), such Shareholder shall not Stockholder will not, directly or indirectly: (ia) offer, sell, transferoffer to sell, tendercontract to sell, pledge, assign, contribute grant any option to the capital of any entity, hypothecate, give 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, grant a proxy or power permit or announce any other disposition or transfer of) any of attorney with respect to, deposit into any voting trust, enter into any voting agreementthe Shares, or any interest in any of the Shares, to any Person other than Parent; (b) create or permit to exist any Liens of any nature whatsoever with respect toliens, any of such Shareholder's Shares (claims, options, charges or agree other encumbrances on or consent to, or offer to do, otherwise affecting any of the foregoingShares; or (c) other than reduce Stockholder's beneficial ownership of, interest in or risk relating to any of the making Shares; PROVIDED, that the Stockholder may engage in the transactions otherwise prohibited by clauses (a) and (c) above if the recipient of bona fide gifts such Shares shall have (i) executed a counterpart of Shares to persons who agree 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 assume hold such Shareholder's obligations underShares, and or such interest therein, subject to be bound by, this Agreement, in an aggregate amount of not more than 20,000 Shares per Shareholder (provided that bona fide charitable organizations under the Code need not agree to be so bound), (ii) other than as contemplated by this Agreement, take any action that would make any representation or warranty of such Shareholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing such Shareholder's material 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 all of the foregoing. The parties hereto agree terms and conditions set forth in this Agreement (together with the Required Counterpart and Proxy, the "Requirements for Transfer"); PROVIDED, FURTHER, that the conversion of Stockholder may sell his Shares by operation of law pursuant to through the Merger shall not be prohibited by this Section 5.01NASDAQ National Market through ordinary course broker-dealer transactions without fulfilling the Requirements for Transfer for such Shares.

No Disposition or Encumbrance of Shares. Each ShareholderStockholder, severally but and not jointly, hereby agrees that, except as contemplated by this Agreement, such Shareholder Stockholder shall not (i) sell, transfer, tender, 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, deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens of any nature whatsoever with respect to, any of such ShareholderStockholder's Shares (or agree or consent to, or offer to do, any of the foregoing) other than the making of bona fide gifts of Shares to persons who agree in writing to assume such Shareholder's obligations under, and to be bound by, this Agreement, in an aggregate amount of not more than 20,000 Shares per Shareholder (provided that bona fide charitable organizations under the Code need not agree to be so bound), (ii) other than as contemplated by this Agreement, take any action that would make any representation or warranty of such Shareholder Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder Stockholder from performing such ShareholderStockholder's material 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; provided that each Stockholder shall be entitled to transfer all or any portion of such Stockholder's Shares to any Permitted Transferee who or which, as applicable, agrees in writing to be bound by the provisions of this Agreement. The parties hereto agree that As used herein, "Permitted Transferee" means, in the conversion case of any Stockholder who is a natural person and who is a signatory to this Agreement on the date hereof, a person who is the descendent or spouse of such Stockholder or a partnership, corporation or trust the entire beneficial interest of which is owned or controlled by such descendant or spouse and to whom or to which, as applicable, Shares are transferred from such Stockholder (i) by operation will or the laws of law pursuant to the Merger shall not be prohibited descent and distribution or (ii) by this Section 5.01gift without consideration of any kind.

No Disposition or Encumbrance of Shares. Each Shareholder, severally but not jointly, hereby Stockholder covenants --------------------------------------- and agrees that, except from the date of this Agreement until the Expiration Date (as contemplated by this Agreementdefined below), such Shareholder shall not Stockholder will not, directly or indirectly: (ia) offer, sell, transferoffer to sell, tendercontract to sell, pledge, assign, contribute grant any option to the capital of any entity, hypothecate, give 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, grant a proxy or power permit or announce any other disposition or transfer of) any of attorney with respect to, deposit into any voting trust, enter into any voting agreementthe Shares, or any interest in any of the Shares, to any Person other than Parent; (b) create or permit to exist any Liens of any nature whatsoever with respect toliens, any of such Shareholder's Shares (claims, options, charges or agree other encumbrances on or consent to, or offer to do, otherwise affecting any of the foregoingShares; or (c) other than reduce Stockholder's beneficial ownership of, interest in or risk relating to any of the making Shares; provided, that Stockholder may engage in the transactions otherwise prohibited by clauses (a) and (c) above if the recipient of bona fide gifts such Shares shall have (i) executed a counterpart of Shares to persons who agree 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 assume hold such Shareholder's obligations underShares, and or such interest therein, subject to be bound by, this Agreement, in an aggregate amount of not more than 20,000 Shares per Shareholder (provided that bona fide charitable organizations under the Code need not agree to be so bound), (ii) other than as contemplated by this Agreement, take any action that would make any representation or warranty of such Shareholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing such Shareholder's material 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 all of the foregoing. The parties hereto agree terms and conditions set forth in this Agreement (together with the Required Counterpart and Proxy, the "Requirements for Transfer"); provided, further, that the conversion Stockholder may sell up to Seven Hundred Fifty Thousand (750,000) shares of Shares by operation capital stock of law pursuant to the Merger shall not be prohibited by this Section 5.01Company through the NASDAQ National Market through ordinary course broker-dealer transactions without fulfilling the Requirements for Transfer for such Shares.