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 that, except as contemplated by Prior to termination of this Agreement and the Merger Agreement, he the Stockholder shall not: , directly or indirectly, (a) create any Encumbrance other than restrictions imposed (i) except by Law, (ii) pursuant to Parent this Agreement, (iii) pursuant to the governance documents of Purchaser or that certain Amended and Restated Limited Liability Company Agreement of E2open Holdings, LLC, dated as of February 4, 2021, as amended from time to time, or (iv) pursuant to that certain Investors Rights Agreement, dated as of February 4, 2021, by and among Purchaser and certain of its stockholders (as amended from time to time, the Merger Sub“Investor Rights Agreement”), transfer on any Subject Shares, (which term shall includeb) transfer, without limitationsell, any saleassign, giftgift or otherwise dispose of (collectively, pledge or other disposition“Transfer”), or consent enter into any contract with respect to any transfer Transfer of, any or all of the Subject 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; (iiic) grant or permit the grant of 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 Subject Shares; , (ivd) deposit any or permit the deposit of the Subject Shares into a voting trust or or, except pursuant to the Investor Rights Agreement, enter into a voting agreement or arrangement with respect to the Subject Shares; , or (ve) take any other action that, to the knowledge of the Stockholder, would have the effect of preventing the Stockholder from performing the Stockholder’s obligations hereunder; provided that would this clause (e) shall not prevent any director or officer of Purchaser, in any way restrictsuch capacity, limit or interfere with from taking such actions as may be permitted under Section 7.17 of the performance Purchase Agreement. Any action taken in violation 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 incorrectforegoing sentence shall be null and void ab initio. Notwithstanding the foregoing, nothing herein shall prevent or prohibit: (i) bona fide gifts by the Shareholder; Stockholder may (iiA) transfers by make Transfers of the Shareholder Subject Shares to his any trust for the direct or her indirect benefit of the Stockholder or the immediate family members; of the Stockholder, (B) make Transfers of the Subject Shares to stockholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, (C) exercise a warrant (including a net or cashless exercise of such warrant) to purchase Purchaser Shares (which Purchaser Shares shall be “Subject Shares” subject to the obligations of this Agreement), or (iiiD) transfers by the Shareholder make Transfers not involving a change in beneficial ownership; provided, that, with respect to its affiliates clauses (as that term is defined in the Securities Act of 1933, as amended), provided that in the case of each of (iA), (iiB) and (iii)D) above, the transferee agrees in writing to be bound by the terms and conditions of this Agreement (and provides to the Purchaser the irrevocable proxy with respect to the Transferred Subject Shares on the terms set forth in Section 1.4) and either the Stockholder or the transferee provides the Company with a copy of such agreement (and irrevocable proxy) promptly upon consummation of any such Transfer (it being understood and agreed that any purported Transfer described in clauses (A), (B) or (D) that fails to satisfy the requirements of this proviso shall be null and void ab initio); and (E) pledge or otherwise encumber the Subject Shares in connection with third party credit facilities in existence on the date of this Agreement; provided that such pledge or encumbrance does not impact the validity, enforceability or exercisability of the proxy given in Section 1.4). It is hereby clarified that if any involuntary Transfer of any of the Subject Shares shall occur (such as in the case of appointment of a receiver to the Stockholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

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. 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 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 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. 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 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 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.