Common use of No Inconsistent Arrangements Clause in Contracts

No Inconsistent Arrangements. Seller hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not: (a) 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; provided, however, that Seller may transfer (i) the Tender Shares by will or intestacy, and (ii) up to 10% of the Tender Shares as a bona fide gift or gifts, provided that prior to any such permitted transfer, each transferee shall agree in writing (in a form satisfactory to Parent) that such transferee will receive and hold such Tender Shares subject to the provisions of this Agreement; (b) 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; (c) grant any proxy, power-of-attorney or other authorization in or with respect to any or all of the Tender Shares; (d) deposit the Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Tender Shares; or (e) take any other action that would make any representation or warranty of Seller hereunder untrue or incorrect.

No Inconsistent Arrangements. Seller hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it he shall not: (a) 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 Owned Shares or any interest therein; provided, however, that Seller may transfer (i) the Tender Owned Shares by will or intestacy, and (ii) up to ten percent (10% %) of the Tender Owned Shares as a bona fide gift or gifts, provided that prior to any such permitted transfer, each transferee shall agree in writing (in a form satisfactory to the Parent) that such transferee will receive and hold such Tender Owned Shares subject to the provisions of this Agreement; (b) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Tender Owned Shares or any interest therein; (c) grant any proxy, power-of-attorney or other authorization in or with respect to any or all of the Tender Owned Shares; (d) deposit the Tender Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Tender Owned Shares; or (e) take any other action that would make any representation or warranty of Seller hereunder untrue or incorrect.

No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not: (a) 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; provided, however, that Seller may -------- ------- transfer (i) the Tender Shares by will or intestacy, and (ii) up to 10% of the Tender Shares as a bona fide gift or gifts, provided that prior to any such permitted transfer, each transferee shall agree in writing (in a form satisfactory to Parent) that such transferee will receive and hold such Tender Shares subject to the provisions of this Agreement; (b) 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; (c) grant any proxy, power-of-attorney or other authorization in or with respect to any or all of the Tender Shares; (d) deposit the Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Tender Shares; or (e) take any other action that would make any representation or warranty of Seller hereunder untrue or incorrect.