Common use of No Inconsistent Arrangements Clause in Contracts

No Inconsistent Arrangements. Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, he shall not: (i) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares or any interest therein; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, in or with respect to the Shares; (iv) deposit any Shares into a voting trust or enter into a voting agreement or arrangement with respect to the 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 or which would make any representation or warranty of Shareholder hereunder untrue or incorrect. Notwithstanding the foregoing, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder to his or her family members; or (iii) transfers by the Shareholder to its affiliates (as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee agrees in writing to the terms of this Agreement.

No Inconsistent Arrangements. Shareholder hereby covenants and agrees thatDuring the Term, except as contemplated by this Agreement and the Merger Agreement, he no Stockholder shall not: (i) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, include any sale, assignment, gift, pledge pledge, hypothecation or other disposition, whether directly or indirectly by contribution, distribution, dissolution or otherwise), or consent to any transfer of, any or all of the such Stockholder's Subject Shares or any interest therein; , or create or, except as set forth on Schedule 1.2, 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 the such Subject Shares or any interest therein; , (iii) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the such Subject Shares; , (iv) deposit any such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares; such Subject 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 or which would make any representation or warranty of Shareholder hereunder untrue or incorrectAgreement. Notwithstanding the foregoing, nothing herein Xxxxx X. Xxxxxxx shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder be permitted to transfer Subject Shares to his or her family members; or (iii) transfers by Affiliates that are Stockholders and also parties to this Agreement. For purposes of this Agreement, a transfer of membership interests in WPH-Xxxxxxx, LLC shall be deemed not to be an indirect transfer of the Shareholder Stockholder's Subject Shares so long as such transferee acknowledges and consents to its affiliates (as that term is defined in all of the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee agrees in writing to the terms provisions of this Agreement.

No Inconsistent Arrangements. Each Shareholder severally (and not jointly) hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, he it shall not: not (ia) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), ) or consent to any transfer of, of any or all of the Shares such Shareholder's shares of Common Stock or any interest therein; therein unless each Person (as defined in the Merger Agreement) to which any of such Common Stock, or any interest in any of such Common Stock, is or may be transferred shall have (i) executed a counterpart of this Agreement, and (ii) agreed in writing to hold such Common Stock subject to all of the terms and provisions of this Agreement; (b) except with the Purchaser, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares such Shareholder's shares of Common Stock or any interest therein; (iiic) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the Sharessuch Shareholder's shares of Common Stock; (ivd) deposit any Shares of such Shareholder's shares of Common Stock into a voting trust or enter into a voting agreement or arrangement with respect to the Sharessuch Shareholder's shares of Common Stock; or (ve) take any other action action, in his, her or its capacity as a shareholder, that would in any way restrict, limit or interfere with the performance of his his, her or its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of such Shareholder hereunder untrue or incorrect. Notwithstanding the foregoing, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder to his or her family members; or (iii) transfers by the Shareholder to its affiliates (as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee agrees in writing to the terms of this Agreement.

No Inconsistent Arrangements. Shareholder Seller hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, he shall not: not (i) except to (a) the Purchaser or (b) members of Seller's family or any trusts or partnerships the beneficiaries or equity owners of which, respectively, are members of Seller's family (and which, prior to a transfer, shall agree with Purchaser and Parent or in writing to be bound by the Merger Subprovisions of this Agreement), transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Tender Shares or any interest therein; , (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Tender Shares or any interest therein; , (iii) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the Tender Shares; , (iv) deposit any Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares; Tender 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 or which would make any representation or warranty of Shareholder Seller hereunder untrue or incorrect. Notwithstanding the foregoing, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder to his or her family members; or (iii) transfers by the Shareholder to its affiliates (as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee agrees in writing to the terms of this Agreement.

No Inconsistent Arrangements. Shareholder hereby covenants and agrees that, except Except as contemplated by this Agreement and the Amended Merger Agreement, he the Stockholder shall not: , and shall not permit any of the Stockholder Subsidiaries to, during the Term (i) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, assignment, gift, pledge pledge, hypothecation or other disposition), or consent to any transfer of, any or all of the Owned Shares owned by it or any interest therein; , or create or, except as set forth on Schedule 1.2 hereto, permit to exist any Encumbrance (as defined below) on the Owned Shares owned by it, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Owned Shares owned by it or any interest therein; , (iii) grant any proxy, power-of-of- attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the Shares; Owned Shares owned by it, (iv) deposit any the Owned Shares owned by it into a voting trust or enter into a voting agreement or arrangement with respect to the Shares; Owned Shares owned by it, 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 Amended Merger Agreement or which would make any representation or warranty of Shareholder hereunder untrue or incorrectAgreement. Notwithstanding the foregoing, nothing herein shall prevent the Stockholder or prohibit: (i) bona fide gifts by any of the Shareholder; (ii) transfers by Stockholder Subsidiaries may transfer all or any part of the Shareholder Owned Shares to his the Stockholder or her family members; any direct or (iii) transfers by indirect subsidiary of the Shareholder to its affiliates (as that term is defined in the Securities Act of 1933, as amended)Stockholder, provided that any such subsidiary shall first have delivered its irrevocable proxy to Holdco in the case of each of (i), (ii) and (iii), the transferee agrees in writing to the terms of this Agreement.form attached hereto as Annex A.

No Inconsistent Arrangements. Shareholder hereby covenants and agrees that, except Except as contemplated by this Agreement and the Merger Agreement, he each Stockholder shall not: not during the Term (i) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, assignment, gift, pledge pledge, hypothecation or other disposition), or consent to any transfer of, any or all of the such Stockholder's Shares or any interest therein; , or create or, except as set forth on Schedule I hereto, permit to exist any 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 the such Shares or any interest therein; , (iii) grant any proxy, power-of-power of attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the such Shares; , (iv) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Shares; , or (v) take any other action that would in any way restrict, limit or interfere with the performance of his or her obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make Agreement; provided, that each Stockholder may at any representation or warranty time transfer any of Shareholder hereunder untrue or incorrect. Notwithstanding the foregoingsuch Stockholder's Shares to a Permitted Transferee, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder to his or her family members; or (iii) transfers by the Shareholder to its affiliates (so long as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee such Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement. "Permitted Transferee" means (i) a Person to whom Shares are transferred by gift, will or the laws of descent or distribution, or (ii) (x) such Stockholder's spouse and descendants (whether natural or adopted), (y) any trust that is for the exclusive benefit of such Stockholder, any of the Persons described in clause (x) and/or any charitable foundation or organization and (z) any family partnership the partners of which consist solely of such Stockholder, such spouse, such descendants or such trusts.

No Inconsistent Arrangements. Shareholder Unless specifically required by court order or by operation of law, in which case the transferee shall agree to be bound hereby, Pequot hereby covenants and agrees thatagrees, except severally and not jointly and solely as contemplated by this Agreement and the Merger Agreementto itself, he that Pequot shall not: not (i) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), ) or consent to any transfer of, any or all of the Shares Shares, or any interest therein; therein if such transfer would result in Pequot no longer having the power to vote or cause to be voted the Shares on the Merger Proposal (pursuant to Section 1(a) hereof), (ii) enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all of the Shares Shares, or any interest therein; therein if the entering into or performance of any such contract, option or other agreement or understanding would result in Pequot no longer having the power to vote or cause to be voted the Shares on the Merger Proposal (pursuant to Section 1(a) hereof), (iii) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the Shares; Shares (other than for the purpose of fulfilling the terms of this Agreement), (iv) deposit any the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares; , other than pursuant to this Agreement, or (v) take any other action that would in any way restrict, limit or interfere in any material respect with the performance of his Pequot’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Shareholder hereunder untrue or incorrect. Notwithstanding the foregoing, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder to his or her family members; or (iii) transfers by the Shareholder to its affiliates (as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee agrees in writing to the terms of this Agreement.

No Inconsistent Arrangements. Shareholder hereby covenants and agrees that, except Except as contemplated by this Agreement and the Merger Agreement, he the Stockholder shall not: not during the Term (i) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, assignment, gift, pledge pledge, hypothecation or other disposition), or consent to any transfer of, any or all of the Stockholder's Shares or any interest therein; , or create or permit to exist any 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 the such Shares or any interest therein; , (iii) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the such Shares; , (iv) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares; such Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of his the Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Shareholder hereunder untrue or incorrect. Notwithstanding the foregoingAgreement; provided, however, that nothing contained herein shall prevent prohibit any sale, transfer or prohibit: (i) bona fide gifts assignment of Shares by the Shareholder; (ii) transfers by the Shareholder a Stockholder to his members of such Stockholder's family, a family trust of such Stockholder or her family members; or (iii) transfers by the Shareholder to its affiliates (as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), a charitable institution if the transferee of such Shares agrees in writing to be bound by the terms hereof and notice of this Agreementsuch sale, transfer or assignment, including the name and address of the purchaser, transferee or assignee, is delivered to Merger Sub.

No Inconsistent Arrangements. Shareholder hereby covenants and agrees that, except Except as contemplated by this ---------------------------- Agreement and the Merger Agreement, he each Stockholder shall not: not during the Term (i) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, assignment, gift, pledge pledge, hypothecation or other disposition), or consent to any transfer of, any or all of the such Stockholder's Shares or any interest therein; , or create or, except as set forth on Schedule I hereto, permit to exist any 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 the such Shares or any interest therein; , (iii) grant any proxy, power-of-power of attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the such Shares; , (iv) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Shares; , or (v) take any other action that would in any way restrict, limit or interfere with the performance of his or her obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make Agreement; provided, that each Stockholder may at any representation or warranty time transfer any of Shareholder hereunder untrue or incorrect. Notwithstanding the foregoingsuch Stockholder's Shares to a Permitted Transferee, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder to his or her family members; or (iii) transfers by the Shareholder to its affiliates (so long as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee such Permitted Transferee agrees in writing to be bound by the terms and conditions of this Agreement. "Permitted Transferee" means (i) a Person to whom Shares are transferred by gift, will or the laws of descent or distribution, or (ii) (x) such Stockholder's spouse and descendants (whether natural or adopted), (y) any trust that is for the exclusive benefit of such Stockholder, any of the Persons described in clause (x) and/or any charitable foundation or organization and (z) any family partnership the partners of which consist solely of such Stockholder, such spouse, such descendants or such trusts.

No Inconsistent Arrangements. Shareholder hereby covenants and agrees that, except Except as contemplated by this Agreement and the Merger Agreement, he Stockholder shall notnot during the Term: (iA) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, assignment, gift, pledge pledge, hypothecation or other disposition), or consent to any transfer of, any or all of the Stockholder's Shares or any interest therein, or create or permit to exist any Encumbrance (as defined below) on such Shares, unless (i) the Stockholder first delivers written notice to the Investors of the intended transfer and the identity of the Person to whom such Stockholder intends to transfer the Shares or interests therein, and such Person is reasonably acceptable to the Investors, and (ii) each Person to which any such Shares or interests therein are transferred will have executed and delivered (1) a counterpart of this Agreement, and (2) a written instrument reasonably acceptable to the Investors pursuant to which such Person agrees to hold such Shares subject to all of the terms and conditions set forth in this Agreement; (iiB) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the such Shares or any interest therein; (iiiC) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the such Shares; (ivD) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Shares; or (vE) take any other action in his, her or its capacity as a Stockholder of the Company that would in any way restrict, limit or interfere with the performance of his its obligations hereunder or the transactions contemplated hereby or hereby, by the Merger Agreement or which would make any representation or warranty of Shareholder hereunder untrue or incorrect. Notwithstanding the foregoing, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder to his or her family members; or (iii) transfers by the Shareholder to its affiliates (as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee agrees in writing to the terms of this Stock Purchase Agreement.

No Inconsistent Arrangements. Shareholder Stockholder hereby covenants and ---------------------------- agrees that, except as contemplated by this Agreement and the Merger Agreement, he Stockholder shall not: not (i) except to Parent members of Stockholder's family or any trusts or partnerships the Merger Subbeneficiaries or equity owners of which, respectively, are members of Stockholder's family (and which, prior to a transfer, shall agree with the Company in writing to be bound by the provisions of this Agreement), transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Voting Shares or any interest therein; , (ii) except with GSC, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Voting Shares or any interest therein; , (iii) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the Voting Shares; , (iv) deposit any Voting Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares; Voting Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of his Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Shareholder Stockholder hereunder untrue or incorrect. Notwithstanding the foregoing, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder to his or her family members; or (iii) transfers by the Shareholder to its affiliates (as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee agrees in writing to the terms of this Agreement.

No Inconsistent Arrangements. Unless specifically required by ---------------------------- court order or by operation of law, in which case the transferee shall agree to be bound hereby, the Shareholder hereby covenants and agrees thatagrees, except severally and not jointly and solely as contemplated by this Agreement and the Merger Agreementto himself, he herself or itself, that such Shareholder shall not: not (i) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), ) or consent to any transfer of, any or all of the Shares such Shareholder's Shares, or any interest therein; therein if such transfer would result in the Shareholder no longer having the power to vote or cause to be voted such Shareholder's Shares on the Merger Proposal (pursuant to Section 1(a) hereof), (ii) enter into any contract, option or other agreement or understanding with respect to any such transfer of any or all of the Shares such Shareholder's Shares, or any interest therein; therein if the entering into or performance of any such contract, option or other agreement or understanding would result in the Shareholder no longer having the power to vote or cause to be voted such Shareholder's Shares on the Merger Proposal (pursuant to Section 1(a) hereof), (iii) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the such Shareholder's Shares; , (iv) deposit any such Shareholder's Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Shares; , other than pursuant to this Agreement, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his such Shareholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Shareholder hereunder untrue or incorrect. Notwithstanding the foregoing, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder to his or her family members; or (iii) transfers by the Shareholder to its affiliates (as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee agrees in writing to the terms of this Agreement.

No Inconsistent Arrangements. Shareholder (a) Each of the Stockholders hereby covenants and agrees that, until the termination of this Agreement and except as contemplated by this Agreement and the Merger Agreement, he he, she or it shall not: (i) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, or enter into discussions or negotiations with any party for or with respect to the transfer of, any or all of the such Stockholder's Shares or any interest therein; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the such Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the such Shares; (iv) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the such Shares; or (v) take any other action that would in any way restrict, limit or interfere with the performance of his his, her or its obligations hereunder or the transactions contemplated hereby or by in the Merger Agreement or which would make any representation or warranty of Shareholder hereunder untrue or incorrect. Agreement. (b) Notwithstanding the foregoingSection 1.2(a) and 1.5 hereof, nothing herein shall prevent or prohibit: a Stockholder may transfer Shares: (i) bona fide gifts to any person who shall have agreed to be bound by all of the Shareholderobligations of such Stockholder hereunder with respect to such Shares and shall have executed a counterpart of this Agreement for such purpose; (ii) transfers by operation of law in the Shareholder to his event of the death or her family membersincapacity of such Stockholder; or (iii) transfers by the Shareholder pursuant to its affiliates (as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (i), (ii) and (iii), the transferee agrees in writing any written agreement respecting such transfer made prior to the terms date hereof, a copy of this Agreementwhich has been furnished to Wedco prior to the date hereof.

No Inconsistent Arrangements. Shareholder Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, he it shall not: not (i) except to Parent or the Merger Sub, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Tender Shares or any interest therein; , (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Tender Shares or any interest therein; , (iii) grant any proxy, power-of-attorney or other authorization, other than pursuant to Section 1.2 of this Agreement, authorization in or with respect to the Tender Shares; , (iv) deposit any the Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares; Tender Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of his Seller's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Shareholder Seller hereunder untrue or incorrect. Notwithstanding the foregoing, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; (ii) transfers by the Shareholder to his or her family members; or (iii) transfers by the Shareholder to its affiliates (as that term is defined in the Securities Act of 1933, as amended), provided that in Seller may transfer the case Tender Shares to one or more affiliates or one or more members of each of (i)Seller's immediate family, (ii) and (iii)or a trust, the sole beneficiaries of which are members of Seller's immediate family, if any such transferee agrees in writing (in form and substance reasonably satisfactory to Purchaser) to be bound by the terms of this Agreement.