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

No Disposition or Encumbrance of Shares. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, such Stockholder shall not directly or indirectly 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 Other Securities, and shall not initiate, solicit or encourage any person to take actions which could reasonably be expected to lead to the occurrence of any of the foregoing; provided, that such Stockholder may take any such action with respect to the Shares or Other Securities under this Agreement or under the Stockholders' Agreement so long as any recipient of any such Shares or Other Securities or rights with respect thereto or party to any such action has delivered to the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors that such recipient or party shall be bound by, and the Shares and/or Other Securities so transferred, assigned or sold shall remain subject to, this Agreement.

No Disposition or Encumbrance of Shares. Each Stockholder hereby covenants and agrees agrees, solely with respect to itself, that, except as contemplated by this Agreement, such Stockholder shall not directly or indirectly 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 such Stockholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to the its Shares or, directly or Other Securitiesindirectly, and shall not initiate, solicit or encourage any person to take actions which could reasonably be expected to lead to the occurrence of any of the foregoingforegoing or take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement; provided, that such Stockholder may take assign, sell or transfer any such action with respect to the Shares or Other Securities under this Agreement or under the Stockholders' Agreement so long as provided that any such recipient of any such Shares or Other Securities or rights with respect thereto or party to any such action has delivered to the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors that such recipient or party shall be bound by, by and the such Shares and/or Other Securities so transferred, assigned or sold shall remain subject to, to this Agreement; and provided, further, that such written agreement does not violate Section 14(a) of the 1934 Act and the rules and regulations promulgated thereunder.

No Disposition or Encumbrance of Shares. Each Stockholder Shareholder hereby covenants and agrees that, except as contemplated by this Agreement, such Stockholder Shareholder has not offered or agreed to, and shall not directly or indirectly offer or agree to 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 StockholderShareholder's voting rights, charge or other encumbrance of any nature whatsoever ("Encumbrance") with respect to the Shares or Other SecuritiesSecurities owned by such Shareholder, directly or indirectly, and such Shareholder shall not initiate, solicit or encourage any person to take actions which could reasonably be expected to lead to the occurrence of any of the foregoing; provided, that such Stockholder Shareholder may take assign, sell or transfer any such action with respect to the Shares or Other Securities under this Agreement or under the Stockholders' Agreement so long as provided that any such recipient of any such Shares or Other Securities or rights with respect thereto or party to any such action has delivered to the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors that such recipient or party shall be bound by, and the Shares and/or Other Securities so transferred, assigned or sold shall remain subject to, this Agreement.

No Disposition or Encumbrance of Shares. Each Stockholder Shareholder hereby covenants and agrees that, until the Shareholder Approval has been obtained, except as contemplated by this Agreement, such Stockholder Shareholder shall not directly or indirectly 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 Stockholdersuch Shareholder's voting rights, charge or other encumbrance of any nature whatsoever ("Encumbrance") with respect to the Common Shares or Other Securities, and shall not 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; provided, however, that such Stockholder may take any such action with respect to the Shareholder may assign, sell or transfer any Common Shares or Other Securities under this Agreement or under the Stockholders' Agreement so long as provided that any such recipient of any such the Common Shares or Other Securities or rights with respect thereto or party to any such action has delivered to the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors that such the recipient or party shall be bound by, and the Common Shares and/or Other Securities so transferred, assigned or sold shall remain subject to, to this Agreement.

No Disposition or Encumbrance of Shares. Each Stockholder Shareholder hereby covenants and agrees that, except as contemplated by this Agreement, such Stockholder Shareholder has not, and shall not directly or indirectly 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 StockholderShareholder's voting rights, charge or other encumbrance of any nature whatsoever ("Encumbrance") with respect to the Shares or Other Securities, and shall not 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; provided, that such Stockholder Shareholder may take assign, sell or transfer any such action with respect to the Shares or Other Securities under this Agreement or under the Stockholders' Agreement so long as provided that any such recipient of any such Shares or Other Securities or rights with respect thereto or party to any such action has delivered to the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors that such recipient or party shall be bound by, by and the Shares and/or Other Securities so transferred, assigned or sold shall remain subject to, to this Agreement.