Common use of No Inconsistent Arrangements Clause in Contracts

No Inconsistent Arrangements. Except as contemplated ---------------------------- by this Agreement and the Subscription Agreement, Stockholder shall not during the Term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of Stockholder's Shares or any interest therein, or create or, permit to exist any lien or other encumbrance on such Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except Each Stockholder hereby covenants and agrees that, except as contemplated ---------------------------- by this Agreement and the Subscription Purchase Agreement, Stockholder it shall not during the Term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation assignment, encumbrance or other disposition), or consent to any transfer of, any or all of Stockholder's the Shares or any interest therein, or create orenforce or permit the execution of the provisions of any redemption, permit to exist any lien share purchase or sale, recapitalization or other encumbrance on such agreement with the Company with respect to the Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such the Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such the Shares, (iv) deposit such the Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, the Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger Purchase Agreement.

No Inconsistent Arrangements. Except as contemplated ---------------------------- by this Agreement and the Subscription Merger Agreement, Stockholder the Stockholders shall not during the Term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of Stockholder's the Owned Shares or any interest therein, or create or, or permit to exist any lien or other encumbrance Encumbrance (as defined in Section 4.3 hereof) on such Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such the Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such the Owned Shares, (iv) deposit such the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except Each Stockholder hereby covenants and agrees that, except as contemplated ---------------------------- by this Agreement and the Subscription Merger Agreement, Stockholder it shall not during the Term (ia) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation hypothecation, or other disposition) ("Transfer"), or consent to any transfer Transfer of, any or all of Stockholder's the Shares or any interest therein, or create or, permit other than gifts to exist any lien or other encumbrance on such Sharesdonees who agree to be bound by the terms of this Agreement, (iib) enter except with Del Xxxx, xxter into any contract, option or other agreement or understanding with respect to any transfer Transfer of any or all of such the Shares or any interest thereintherein (other than Transfers permitted by Section 1.3(a)), (iiic) grant any proxy, power-of-attorney or other authorization in or with respect to such the Shares, (ivd) deposit such any Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, the Shares or (ve) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger AgreementAgreement or which would make any representation or warranty of such Stockholder hereunder untrue or incorrect.

No Inconsistent Arrangements. Except as contemplated by ---------------------------- by this Agreement and the Subscription Merger Agreement, the Stockholder shall not during the Term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of Stockholder's the Owned Shares or any interest therein, or create or, or permit to exist any lien or other encumbrance Encumbrance (as defined in Section 4.3 hereof) on such Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such the Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such the Owned Shares, (iv) deposit such the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except Each Stockholder hereby covenants and agrees that, except as contemplated ---------------------------- by this Agreement and the Subscription Merger Agreement, Stockholder it shall not during the Term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation assignment, encumbrance or other disposition), or consent to any transfer of, any or all of Stockholder's the Shares or any interest therein, or create orenforce or permit the execution of the provisions of any redemption, permit to exist any lien share purchase or sale, recapitalization or other encumbrance on such agreement with the Company with respect to the Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such the Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such the Shares, (iv) deposit such the Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, the Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except Each Stockholder hereby covenants and agrees that, except as contemplated ---------------------------- by this Agreement and the Subscription Merger Agreement, Stockholder it shall not during the Term (ia) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation pledge or other disposition), or consent to any transfer of, any or all of Stockholder's the Subject Shares or any interest therein, or create or, permit to exist any lien or other encumbrance on such Shares, (iib) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such the Subject Shares or any interest therein, (iiic) grant any proxy, power-of-attorney or other authorization in or with respect to such the Subject Shares, (ivd) deposit such the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, the Subject Shares or (ve) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger AgreementAgreement or which would make any representation or warranty of such Stockholder hereunder untrue or incorrect.

No Inconsistent Arrangements. Except Security Holder hereby covenants and agrees that, except as contemplated ---------------------------- by this Agreement and the Subscription Merger Agreement, Stockholder it shall not during the Term (i) transfer (which term shall include, without limitation, any sale, assignmentgift (other than a gift to a donee who agrees in writing with Parent to be bound by the terms of this Agreement), gift, pledge, hypothecation pledge (other than a pledge which does not impair Security Holder's ability to perform under this Agreement) or other disposition), or consent to any transfer of, any or all of Stockholder's the Shares or any interest therein, or create or, permit to exist any lien or other encumbrance on such Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such the Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such the Shares, (iv) deposit such the Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, the Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except as contemplated ---------------------------- by this Agreement and the Subscription Merger Agreement, Stockholder the Shareholders shall not during the Term term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of Stockholder's the Owned Shares or any interest therein, or create or, or permit to exist any lien or other encumbrance Encumbrance (as defined in Section 4.3 hereof) on such Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such the Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such the Owned Shares, (iv) deposit such the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger Agreementhereby.

No Inconsistent Arrangements. Except as contemplated ---------------------------- by this Agreement and the Subscription Merger Agreement, Stockholder each Shareholder shall not during the Term term of this Agreement (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of Stockholdersuch Shareholder's Owned Shares or any interest therein, or create or, permit to exist any lien or other encumbrance Encumbrance (as defined below) on such Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Owned Shares or any interest therein, (iii) grant any proxy, power-of-of- attorney or other authorization in or with respect to such Owned Shares, other than the proxy granted hereby, (iv) deposit such Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares, or (v) take any other action with respect to the Owned Shares that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except as contemplated by ---------------------------- by this Agreement and the Subscription Merger Agreement, each Stockholder shall not during the Term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of such Stockholder's Shares or any interest therein, or create or, except as set forth on Schedule 1.2 hereto, permit to exist any lien or other encumbrance Encumbrance (as defined below) on such Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares shares or any interest therein, (iii) grant any proxy, power-of-of- attorney or other authorization in or with respect to such Shares, (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except as contemplated ---------------------------- by this Agreement Agreement, the Offer and the Subscription AgreementMerger, Stockholder no Shareholder shall not during the Term term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of Stockholder's the Owned Shares or any interest therein, or create or, or permit to exist any lien or other encumbrance on Encumbrance (as defined in Section 3.3 hereof) of such Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such the Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such the Owned Shares, (iv) deposit such the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger Agreementhereby.

No Inconsistent Arrangements. Except as contemplated ---------------------------- by this Agreement and the Subscription AgreementMerger Agreement for the Merger, no Stockholder shall not during the Term term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of Stockholder's the Owned Shares or any interest therein, or create or, or permit to exist any lien or other encumbrance Encumbrance (as defined in Section 3.3 hereof) on such Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such the Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such the Owned Shares, (iv) deposit such the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or by the Merger Agreementhereby.