Common use of No Inconsistent Arrangements Clause in Contracts

No Inconsistent Arrangements. Except as contemplated by this Agreement, from the date hereof until the record date for the Company Stockholders Meeting, the Stockholder will not (a) directly or indirectly, sell, transfer, assign, pledge, hypothecate, tender, encumber or otherwise dispose of in any manner any of the Shares, or consent or agree to do any of the foregoing, (b) directly or indirectly, limit its right to vote in any manner any of the Shares (other than as set forth in this Agreement), including without limitation by the grant of any proxy, power of attorney or other authorization in or with respect to the Shares (other than any such proxy, power of attorney or other authorization consistent with, and for purposes of complying with, the provisions of Section 1.1 hereof), by depositing the Shares into a voting trust, or by entering into a voting agreement, or consent or agree to do any of the foregoing or (c) take any action which would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. Notwithstanding the foregoing, the Stockholder may sell or transfer any or all of the Shares to any Person in a private transaction at any time on or prior to the record date for the Company Stockholders Meeting, provided that the transferee of such Shares executes and delivers to the Company a Voting Agreement with respect to such transferred Shares containing substantially the same terms as this Agreement. For purposes of this Section 1.3, the term “sell” or “transfer” or any derivatives thereof shall include, but not be limited to, (A) a sale, transfer or disposition of record or beneficial ownership, or both and (B) a short sale with respect to the Shares or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to the Shares or substantially identical property, entering into or acquiring a futures or forward contract to deliver the Shares or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.

No Inconsistent Arrangements. Except as contemplated by this Agreement, from the date hereof until the record date for the stockholders’ meeting of the Company Stockholders Meetingat which the Proposals are to be voted on by the stockholders of the Company, the Stockholder will not (a) directly or indirectly, sell, transfer, assign, pledge, hypothecate, tender, encumber or otherwise dispose of in any manner any of the Shares, or consent or agree to do any of the foregoing, (b) directly or indirectly, limit its right to vote in any manner any of the Shares (other than as set forth in this Agreement), including without limitation by the grant of any proxy, power of attorney or other authorization in or with respect to the Shares (other than any such proxy, power of attorney or other authorization consistent with, and for purposes of complying with, the provisions of Section 1.1 hereof), by depositing the Shares into a voting trust, or by entering into a voting agreement, or consent or agree to do any of the foregoing or (c) take any action which would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. Notwithstanding the foregoing, the any Stockholder may sell or transfer any or all of the Shares to any Person (as defined below) in a private transaction at any time on or prior to the record date for such stockholders’ meeting of the Company Stockholders MeetingCompany, provided that the transferee of such Shares executes and delivers to the Company a Voting Agreement with respect to such transferred Shares containing substantially the same terms as this Agreement. For purposes of this Section 1.3, the term “sell” or “transfer” or any derivatives thereof shall include, but not be limited to, (A) a sale, transfer or disposition of record or beneficial ownership, or both and (B) a short sale with respect to the Shares or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to the Shares or substantially identical property, entering into or acquiring a futures or forward contract to deliver the Shares or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.

No Inconsistent Arrangements. Except as contemplated by this Agreement, from the date hereof until the record date for the stockholders’ meeting of the Company Stockholders Meetingat which the Proposal is to be voted on by the stockholders of the Company, the each Stockholder will not (a) directly or indirectly, sell, transfer, assign, pledge, hypothecate, tender, encumber or otherwise dispose of in any manner any of the Shares, or consent or agree to do any of the foregoing, (b) directly or indirectly, limit its right to vote in any manner any of the Shares (other than as set forth in this Agreement), including without limitation by the grant of any proxy, power of attorney or other authorization in or with respect to the Shares (other than any such proxy, power of attorney or other authorization consistent with, and for purposes of complying with, the provisions of Section 1.1 hereof), by depositing the Shares into a voting trust, or by entering into a voting agreement, or consent or agree to do any of the foregoing or (c) take any action which would have the effect of preventing or disabling the each Stockholder from performing its obligations under this Agreement. Notwithstanding the foregoing, the any Stockholder may sell or transfer any or all of the Shares to any Person (as defined below) in a private transaction at any time on or prior to the record date for such stockholders’ meeting of the Company Stockholders MeetingCompany, provided that the transferee of such Shares executes and delivers to the Company a Voting Agreement with respect to such transferred Shares containing substantially the same terms as this Agreement. For purposes of this Section 1.3, the term “sell” or “transfer” or any derivatives thereof shall include, but not be limited to, (A) a sale, transfer or disposition of record or beneficial ownership, or both and (B) a short sale with respect to the Shares or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to the Shares or substantially identical property, entering into or acquiring a futures or forward contract to deliver the Shares or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.

No Inconsistent Arrangements. Except as contemplated by this expressly permitted hereunder or under the Share Purchase Agreement, from the date hereof until the record date for the Company Stockholders Meetingsuch Equityholder shall not, the Stockholder will not (a) directly or indirectly, (a) create any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on any shares of Carnivale Common Stock or Options, (b) transfer, sell, transfer, assign, pledge, hypothecate, tender, encumber gift or otherwise dispose of in (collectively, “Transfer”), or enter into any manner contract with respect to any Transfer of the shares of Carnivale Common Stock or Options or any interest therein or publically announce its intention to Transfer any of the Shares, its shares of Carnivale Common Stock or consent or agree to do any of the foregoingOptions, (bc) directly grant or indirectly, limit its right to vote in any manner any of the Shares (other than as set forth in this Agreement), including without limitation by permit the grant of any proxy, power of attorney or other authorization in or with respect to the Shares shares of Carnivale Common Stock or Options, (other than any such proxy, power d) deposit or permit the deposit of attorney or other authorization consistent with, and for purposes of complying with, the provisions of Section 1.1 hereof), by depositing the Subject Shares into a voting trust, trust or by entering enter into a voting agreement, agreement or consent or agree arrangement with respect to do any of the foregoing Subject Shares or (ce) take any action which that would make any representation or warranty of such Equityholder herein untrue or incorrect in any material respect, or have the effect of preventing or disabling the Stockholder such Equityholder from performing its such Equityholder’s obligations under this Agreementhereunder. Notwithstanding the foregoing, the Stockholder (x) such Equityholder may sell or transfer any or all make Transfers of the Shares shares of Carnivale Common Stock or Options by will, operation of law, or for estate planning purposes, in which case the shares of Carnivale Common Stock or Options, as applicable, shall continue to any Person be bound by this Agreement and provided that each transferee agrees in a private transaction at any time on writing to be bound by the terms and conditions of this Agreement and either such Equityholder or prior to the record date for transferee provides the Company Stockholders Meeting, provided that the transferee with a copy of such Shares executes and delivers to the Company a Voting Agreement with respect to agreement promptly upon consummation of any such transferred Shares containing substantially the same terms as this Agreement. For purposes of this Section 1.3, the term “sell” or “transfer” or any derivatives thereof shall include, but not be limited to, (A) a sale, transfer or disposition of record or beneficial ownership, or both Transfer and (By) a short sale with respect such Equityholder shall take all actions reasonably necessary to consummate the Shares or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to transactions contemplated by the Shares or substantially identical property, entering into or acquiring a futures or forward contract to deliver the Shares or substantially identical property or entering into any transaction that has the same effect as any of the foregoingShare Purchase Agreement.