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

No Disposition or Encumbrance of Stock. (a) Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, 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 Stockholder’s voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect to the Common Stock, Class B Common Stock or Other Securities, 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 Stockholder may assign, sell or transfer any Common Stock, Class B Common Stock or Other Securities provided that any such recipient of the Common Stock, Class B Common Stock or Other Securities has delivered to the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors that the recipient shall be bound by, and the Common Stock, Class B Common Stock and/or Other Securities so transferred, assigned or sold shall remain subject to this Agreement (b) Stockholder hereby covenants and agrees that, Stockholder shall not convert any Class B Common Stock into shares of Common Stock. (c) Notwithstanding anything to the contrary in clause (a) or (b) above, Stockholder may freely convert, 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 Encumbrance with respect to, the Common Stock, Class B Common Stock or Other Securities held by Stockholder; provided that after any such conversion, sale, transfer, tender, assignment, hypothecation or other disposition, grant or encumbrance Stockholder retains the power to cast at least 50.1% of the votes entitled to be cast at any meeting of the Company’s stockholders and any action by written consent of the Company’s stockholders in favor of the Stockholder Approval.

No Disposition or Encumbrance of Stock. (a) Stockholder Notwithstanding anything herein to the contrary, the Shareholder hereby covenants and agrees thatthat until the date the Initial Shareholder Approval [and Secondary Shareholder Approval] [has/have] been obtained, except as contemplated by this Agreement, Stockholder such Shareholder 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 Stockholderthe Shareholder’s voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect to the Common Stock, Class B Common Stock Shareholder Securities or Other Securities, 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 Stockholder any such Shareholder may assign, sell or transfer any Common Stock, Class B Common Stock Shareholder Securities or Other Securities provided that any such recipient of the Common Stock, Class B Common Stock Shareholder Securities or Other Securities has delivered to the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors Company that the recipient shall be bound by, and the Common Stock, Class B Common Stock Shareholder Securities and/or Other Securities so transferred, assigned or sold shall remain subject to this Agreement (b) Stockholder hereby covenants and agrees that, Stockholder shall not convert any Class B Common Stock into shares of Common Stock. (c) Notwithstanding anything to the contrary in clause (a) or (b) above, Stockholder may freely convert, 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 Encumbrance with respect to, the Common Stock, Class B Common Stock or Other Securities held by Stockholder; provided that after any such conversion, sale, transfer, tender, assignment, hypothecation or other disposition, grant or encumbrance Stockholder retains the power to cast at least 50.1% of the votes entitled to be cast at any meeting of the Company’s stockholders and any action by written consent of the Company’s stockholders in favor of the Stockholder Approval.

No Disposition or Encumbrance of Stock. The Stockholders agree not to, and acknowledge that they are not otherwise permitted to for so long as this Agreement is in effect, (a) Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, 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 such Stockholder’s voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) (other than the Encumbrance with respect to the Common Stock, Class B up to 100,000 shares of Common Stock described in Section 2.03 above), in all capacities that such Stockholder shall hold voting and/or dispositive and/or other rights over the Stockholder’s Owned Shares (which capacities, in each case, are sufficient to assure compliance with this Section 3.01), or Other Securities, (b) 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 any Stockholder may assign, sell or transfer any Common Stock, Class B Common Stock or Other Securities provided that if any such recipient of the Common Stock, Class B Common Stock or Other Securities has delivered to the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors Company that the such recipient shall be bound by, and the Common Stock, Class B Common Stock and/or Other Securities so transferred, assigned or sold shall remain subject to this Agreement ; provided, further, however, that the provisions of this Section 3.01 shall apply only to (bi) Stockholder hereby covenants the Xxxxx X. Xxxxxx Gift Trust U/A/D 6/10/82, the Xxxxx Xxxxxx Gift Trust U/A/D 6/10/82, the Xxxxxxx X. Xxxxxx Gift Trust U/A/D 6/10/82 and agrees thatXxxxx Xxxxxx and (ii) those depositors to the Voting Trust that are listed on Appendix B (including all of the Owned Shares set forth next to such depositor’s name on Appendix B), Stockholder and shall not convert any Class B Common Stock into shares of Common Stock. (c) Notwithstanding anything apply to those depositors to the contrary in clause Voting Trust that are listed on Appendix C (a) or (b) abovethe Owned Shares set forth next to such depositor’s name on Appendix C); provided, Stockholder may freely convertstill further, 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 Encumbrance with respect tohowever, the Common Stock, Class B Common Stock or Other Securities held by Stockholder; provided that after any such conversion, sale, transfer, tender, assignment, hypothecation or other disposition, grant or encumbrance Stockholder retains the power to cast at least 50.1% Trustees of the votes entitled Voting Trust shall promptly notify the Buyers in the event that any action is proposed to be cast at taken by any meeting depositor listed on Appendix C which shall cause the Voting Trust to be prevented from voting the Owned Shares set forth next to such depositor’s name on Appendix C in accordance with the terms of the Company’s stockholders and any action by written consent of the Company’s stockholders in favor of the Stockholder ApprovalArticle I hereof.

No Disposition or Encumbrance of Stock. (a) Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, that 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 Stockholder’s Stockholders’ voting rights, charge or other encumbrance of any nature whatsoever (“Encumbrance”) with respect to the Common Stock, Class B Common Stock or Other Securities, directly or indirectly, or 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 Stockholder may assign, sell or transfer any Common Stock, Class B Common Stock or Other Securities provided that any such recipient of the Common Stock, Class B Common Stock or Other Securities has delivered to the Company and each Investor a written agreement in a form reasonably satisfactory to the Investors that the recipient shall be bound by, and the Common Stock, Class B Common Stock and/or Other Securities so transferred, assigned or sold shall remain subject to this Agreement. (b) Stockholder hereby covenants Notwithstanding the foregoing Section 3.01(a), each of Xxxxx X. Xxxxxxxxxx, Xxxx X. Xxxxxxxx, Xxx X. Xxxxxx, Xxxxxx Management Ltd., Xxxxxx Family LLC (collectively, the “Named Persons and agrees thatEntities”), Stockholder shall be permitted to sell not convert any Class B more than an aggregate of twenty percent (20%) of the Common Stock into shares and Other Securities held by such Stockholder as of Common Stockthe date hereof as set forth on Appendix A hereto. (c) Notwithstanding anything the foregoing Section 3.01(a), all of the Stockholders party to this Agreement other than the contrary in clause Named Persons and Entities shall be permitted to sell (ai) or prior to August 31, 2004, not more than an aggregate of ten percent (b10%) above, Stockholder may freely convert, 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 Encumbrance with respect to, the Common Stock, Class B Common Stock or and Other Securities held by Stockholder; provided that after any such conversion, sale, transfer, tender, assignment, hypothecation or other disposition, grant or encumbrance Stockholder retains the power to cast at least 50.1% as of the votes entitled to be cast at any meeting date hereof as set forth on Appendix A hereto and (ii) after such date, not more than an aggregate of fifteen percent (15%) of the Company’s stockholders Common Stock and any action Other Securities held by written consent such Stockholder as of the Company’s stockholders date hereof as set forth on Appendix A hereto, including in favor calculating such fifteen percent (15%) any Common Stock and Other Securities sold under clause (i) of the Stockholder Approvalthis Section 3.01(c).