Common use of NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES Clause in Contracts

NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. Stockholder hereby covenants and agrees that, on or prior to the Termination Date, 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 announce any offer, sale, offer of sale, contract of sale or grant of any option to purchase or other disposition or transfer of) any of the Subject Shares to any Person other than Parent, (b) create or permit to exist any Encumbrance on any of the Subject Shares or (c) reduce his beneficial ownership of, interest in or risk relating to any of the Subject Shares; PROVIDED, HOWEVER, that Stockholder may transfer (free of the restrictions on transfer set forth in this Section 2.1) without consideration, by way of gift to members of Stockholder's immediate family and to organizations qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, up to 100,000 shares of Company Common Stock in the aggregate. The foregoing number of shares shall be appropriately adjusted if, between the date of this Option Agreement and the Expiration Date, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction.