Common use of No Inconsistent Arrangements Clause in Contracts

No Inconsistent Arrangements. Except as contemplated by this Agreement and the Merger Agreement, each Signatory 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 Signatory Stockholder's Subject Shares or any interest therein, or create or permit to exist any Encumbrance (as defined below) on such Subject 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 Subject Shares, (iv) deposit such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except as contemplated by this Agreement and the Merger Agreement, each Signatory 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 such Signatory Stockholder's Subject the Owned Shares or any interest therein, or create or permit to exist any Encumbrance (as defined belowin Section 4.3 hereof) on such Subject Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such shares the Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Subject the Owned Shares, (iv) deposit such Subject the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject the Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except as contemplated by ---------------------------- this Agreement and the Merger Agreement, each Signatory 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 Signatory Stockholder's Subject Shares or any interest therein, or create or or, except as set forth on Schedule 1.2 hereto, permit to exist any Encumbrance (as defined below) on such Subject 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-of- attorney or other authorization in or with respect to such Subject Shares, (iv) deposit such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except Each Company Shareholder hereby covenants and agrees that, except as contemplated or permitted by this Agreement and the Merger Agreement, each Signatory Stockholder it shall not during the Term (i) 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 such Signatory StockholderCompany Shareholder's Subject Shares Shares, options, warrants or other rights to receive Shares, or any interest therein, or create or permit to exist any Encumbrance (as defined below) on such Subject 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, options, warrants or other rights to receive Shares, or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Subject Shares, (iv) deposit such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except as contemplated by this Agreement and the Merger Asset Agreement, each Signatory 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 Signatory Stockholder's Subject Shares or any interest therein, or create or permit to exist any Encumbrance (as defined below) on such Subject 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-of- attorney or other authorization in or with respect to such Subject Shares, (iv) deposit such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Asset Agreement.

No Inconsistent Arrangements. Except Each Stockholder hereby agrees that, except as contemplated by this Agreement and the Merger Agreement, each Signatory such Stockholder shall not during the Term (i) transfer (which term shall includesell, without limitation, any sale, assignment, gifttransfer, pledge, hypothecation assign or other dispositionotherwise dispose of (including by gift) (collectively, "TRANSFER"), or consent to or permit any transfer Transfer of, any or all of such Signatory Stockholder's Subject Shares or any interest therein, or create or permit to exist any Encumbrance (as defined below) on such Subject Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer Transfer of any or all of such shares Stockholder's Subject Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Stockholder's Subject Shares, (iv) deposit any of such Stockholder's Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Stockholder's Subject Shares, Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its such Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except as contemplated by this Agreement and the Merger Agreement, each Signatory 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 such Signatory Stockholder's Subject the Owned Shares or any interest therein, or create or permit to exist any Encumbrance (as defined belowin Section 3.3 hereof) on such Subject Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such shares the Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Subject the Owned Shares, (iv) deposit such Subject the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject the Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreementhereby.

No Inconsistent Arrangements. Except as contemplated by this Agreement and the Merger Agreement, each Signatory 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 such Signatory Stockholder's Subject the Owned Shares or any interest therein, or create or permit to exist any Encumbrance (as defined belowin Section 4.3 hereof) on such Subject Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such shares the Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Subject the Owned Shares, (iv) deposit such Subject the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject the Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreementhereby.

No Inconsistent Arrangements. Except Each Company Shareholder hereby ---------------------------- covenants and agrees that, except as contemplated or permitted by this Agreement and the Merger Agreement, each Signatory Stockholder it shall not during the Term (i) 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 such Signatory StockholderCompany Shareholder's Subject Shares Shares, options, warrants or other rights to receive Shares, or any interest therein, or create or permit to exist any Encumbrance (as defined below) on such Subject 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, options, warrants or other rights to receive Shares, or any interest therein, (iii) grant any proxy, power-of-of- attorney or other authorization in or with respect to such Subject Shares, (iv) deposit such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

No Inconsistent Arrangements. Except as contemplated by this Agreement and the Merger AgreementAgreement for the Merger, each Signatory 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 such Signatory Stockholder's Subject the Owned Shares or any interest therein, or create or permit to exist any Encumbrance (as defined belowin Section 3.3 hereof) on such Subject Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such shares the Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Subject the Owned Shares, (iv) deposit such Subject the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject the Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreementhereby.

No Inconsistent Arrangements. (a) Except as otherwise contemplated by this Agreement and the Merger Agreement, each Signatory permitted by the Stockholder Rights Agreement or consented to in writing by Parent, no Stockholder shall not during the Term (i) transfer (which term shall includetransfer, without limitationsell, any saleexchange, assignment, giftassign, pledge, hypothecation hypothecate or other disposition)otherwise encumber or dispose of the Subject Shares, whether directly or indirectly, voluntarily or involuntarily or by operation of Law (each, a “Transfer”) or consent to any transfer of, any or all of such Signatory Stockholder's Subject Shares or any interest therein, or create or permit to exist any Encumbrance (as defined below) on such Subject SharesTransfer, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer Transfer of any or all of such shares Subject Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Subject Shares, (iv) deposit such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or and the transactions grant of the proxy as contemplated hereby or by the Merger Agreementherein.

No Inconsistent Arrangements. Except as contemplated by this Agreement Agreement, the Offer and the Merger AgreementMerger, each Signatory 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 such Signatory Stockholder's Subject the Owned Shares or any interest therein, or create or permit to exist any Encumbrance (as defined belowin Section 3.3 hereof) on of such Subject Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such shares the Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Subject the Owned Shares, (iv) deposit such Subject the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject the Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreementhereby.

No Inconsistent Arrangements. Except as contemplated by this Agreement and the Merger Agreement, each Signatory 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 Signatory Stockholder's Subject Owned Shares or any interest therein, or create or or, except as set forth on Schedule 1.2 hereto, permit to exist any Encumbrance (as defined below) on such Subject Owned Shares, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such shares Owned Shares or any interest therein, (iii) grant any proxy, power-of-of- attorney or other authorization in or with respect to such Subject Owned Shares, (iv) deposit such Subject Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Owned Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.