Common use of No Interference; No Transfers Clause in Contracts

No Interference; No Transfers. (a) Except pursuant to the terms of this Agreement, the Shareholder shall not, without the prior written consent of Parent or Merger Sub which may be withheld in their sole discretion, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of, exercise of voting power with respect to, or consent with respect to, any Subject Shares, (ii) voluntarily take any action that would or is reasonably likely to (x) make any representation or warranty contained herein untrue or incorrect in any material respect or (y) have the effect in any material respect of preventing the Shareholder from performing its obligations under this Agreement, or (iii) voluntarily sell, assign, transfer, pledge, encumber, distribute, gift or otherwise dispose of (including by merger or otherwise by operation of law) (collectively , a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to any Transfer of any Subject Shares during the term of this Agreement, except for Transfers (A) to any person or entity who is subject to this Agreement or who becomes bound hereby as a Shareholder by operation of law, (B) solely for estate planning purposes, to any person or entity who becomes party to and bound by the terms of this Agreement as a Shareholder, and (C) upon the death of the Shareholder, pursuant to the terms of any trust or will of the Shareholder or by the laws of intestate succession, provided that such Shares shall remain subject to the terms of this Agreement. For purposes of this Section 4.1, the term “sell” or “sale” or any derivatives thereof shall include (i) a sale, Transfer or disposition of record or beneficial ownership, or both and (ii) a short sale with respect to Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Common Stock or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.

No Interference; No Transfers. (a) Except pursuant to the terms of this Agreement, the Shareholder such Stockholder shall not, without the prior written consent of Parent or Merger Sub which may be withheld in their sole discretionSub, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of, exercise of voting power with respect to, or consent with respect to, any Subject SharesShares in a manner inconsistent with the terms of this Agreement, (ii) voluntarily take any action that would or is reasonably likely to (xA) make any representation or warranty contained herein untrue or incorrect in any material respect or (yB) have the effect in any material respect of preventing the Shareholder such Stockholder from performing its obligations under this Agreement, Agreement or (iii) voluntarily sell, assign, transfer, pledge, encumber, distribute, gift encumber or otherwise dispose of (including by merger or otherwise by operation of law) (collectively of, a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to any Transfer of the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Subject Shares during the term of this Agreement, Agreement except for Transfers transfers (A) to any person or entity who is subject to this Agreement or who becomes bound hereby as a Shareholder Stockholder by operation of law, (B) solely for estate planning purposes, to any person law or entity who becomes by becoming party to and being bound by the terms of this Agreement as a ShareholderStockholder incident to such transfer or (B) to charitable organizations, provided such shares constitute, in the aggregate (including all shares so transferred to charitable organizations by all Stockholders from the date hereof), not more than 250,000 shares of the outstanding Class A Common Stock and Class B Common Stock (the “Cap”), and (C) upon the death of the Shareholder, pursuant provided further that any shares transferred to any charitable organization on the terms and conditions of any trust or will of clause (iii)(A) above shall not be counted toward the Shareholder or by the laws of intestate succession, provided that such Shares shall remain subject to the terms of this AgreementCap. For purposes of this Section 4.13.1, the term “sell” or “sale” or any derivatives thereof shall include (i) a sale, Transfer transfer or disposition of record or beneficial ownership, or both and (ii) a short sale with respect to Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Common Stock or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.

No Interference; No Transfers. (a) Except pursuant to the terms of this Agreement, the Shareholder such Stockholder shall not, without the prior written consent of Parent or Merger Sub which may be withheld in their its sole discretion, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of, exercise of voting power with respect to, or consent with respect to, any Subject Shares, (ii) voluntarily take any action that would or is reasonably likely to (xA) make any representation or warranty contained herein untrue or incorrect in any material respect or (yB) have the effect in any material respect of preventing the Shareholder such Stockholder from performing its obligations under this Agreement, Agreement or (iii) voluntarily sell, assign, transfer, pledge, encumber, distribute, gift or otherwise dispose of (including by merger or otherwise by operation of law) (collectively , a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to any Transfer of any Subject Shares during the term of this Agreement, Agreement except for Transfers (A) to any person or entity in the case of Stockholders who is subject to this Agreement or who becomes bound hereby as a Shareholder by operation of laware individuals, (B) solely for estate planning purposes, to any person or entity who becomes party to and bound by the terms of this Agreement as a Shareholder, and (C) upon the death of the Shareholdersuch Stockholder, pursuant to the terms of any trust or will of the Shareholder such Stockholder or by the laws of intestate succession, ; provided that such Subject Shares shall remain subject to the terms of this Agreement. Notwithstanding the foregoing, each Stockholder shall be permitted to Transfer (i) up to 20% of such Stockholder’s Subject Shares prior to the record date (the “Record Date”) established for the meeting of the stockholders of the Company at which the Merger Agreement (or any amended version thereof) and the Merger are submitted for approval of the stockholders of the Company and (ii) up to an additional 13.3% of such Stockholder’s Subject Shares thereafter; provided that with respect to any Subject Shares transferred after the Record Date, such Stockholder shall remain obligated to vote such Subject Shares in accordance with the terms of this Agreement and with respect to any Subject Shares transferred on or prior to the Record Date, such Stockholder shall not be obligated to vote such Subject Shares in accordance with the terms of this Agreement. For purposes of this Section 4.1, the term “sell” or “sale” or any derivatives thereof shall include (i) a sale, Transfer or disposition of record or beneficial ownership, or both and (ii) a short sale with respect to Company Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Company Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Company Common Stock or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.

No Interference; No Transfers. (a) Except pursuant to the terms of this Agreement, the Shareholder such Stockholder shall not, without the prior written consent of Parent or Merger Sub which may be withheld in their its sole discretion, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of, exercise of voting power with respect to, or consent with respect to, any Subject Shares, (ii) voluntarily take any action that would or is reasonably likely to (xA) make any representation or warranty contained herein untrue or incorrect in any material respect or (yB) have the effect in any material respect of preventing the Shareholder such Stockholder from performing its obligations under this Agreement, Agreement or (iii) subject to compliance with any liens described in Schedule A, voluntarily sell, assign, transfer, pledge, encumber, distribute, gift or otherwise dispose of (including by merger or otherwise by operation of law) (collectively , a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to any Transfer of any Subject Shares during the term of this Agreement, Agreement except for Transfers (A) to any person or entity in the case of Stockholders who is subject to this Agreement or who becomes bound hereby as a Shareholder by operation of laware individuals, (B) solely for estate planning purposes, to any person or entity who becomes party to and bound by the terms of this Agreement as a Shareholder, and (C) upon the death of the Shareholdersuch Stockholder, pursuant to the terms of any trust or will of the Shareholder such Stockholder or by the laws of intestate succession, ; provided that such Subject Shares shall remain subject to the terms of this Agreement. For purposes of this Section 4.1, the term “sell” or “sale” or any derivatives thereof shall include (i) a sale, Transfer or disposition of record or beneficial ownership, or both and (ii) a short sale with respect to Company Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Company Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Company Common Stock or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.

No Interference; No Transfers. (a) Except pursuant to the terms of this Agreement, the Shareholder such Stockholder shall not, without the prior written consent of Parent or Merger Sub which may be withheld in their sole discretionSub, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of, exercise of voting power with respect to, or consent with respect to, any Subject SharesShares in a manner inconsistent with the terms of this Agreement, (ii) voluntarily take any action that would or is reasonably likely to (xA) make any representation or warranty contained herein untrue or incorrect in any material respect or (yB) have the effect in any material respect of preventing the Shareholder such Stockholder from performing its obligations under this Agreement, Agreement or (iii) voluntarily sell, assign, transfer, pledge, encumber, distribute, gift encumber or otherwise dispose of (including by merger or otherwise by operation of law) (collectively of, a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to any Transfer of the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Subject Shares during the term of this Agreement, Agreement except for Transfers transfers (A) to any person or entity who is subject to this Agreement or who becomes bound hereby as a Shareholder Stockholder by operation of law, (B) solely for estate planning purposes, to any person law or entity who becomes by becoming party to and being bound by the terms of this Agreement as a ShareholderStockholder incident to such transfer or (B) to charitable organizations, provided such shares constitute, in the aggregate (including all shares so transferred to charitable organizations by all Stockholders from the date hereof), not more than 250,000 shares of the outstanding Class A Common Stock and Class B Common Stock (the "Cap"), and (C) upon the death of the Shareholder, pursuant provided further that any shares transferred to any charitable organization on the terms and conditions of any trust or will of clause (iii)(A) above shall not be counted toward the Shareholder or by the laws of intestate succession, provided that such Shares shall remain subject to the terms of this AgreementCap. For purposes of this Section 4.13.1, the term “"sell” " or “"sale” " or any derivatives thereof shall include (i) a sale, Transfer transfer or disposition of record or beneficial ownership, or both and (ii) a short sale with respect to Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Common Stock or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.. Section 3.2

No Interference; No Transfers. (a) Except pursuant to the terms of this Agreement, the such Shareholder shall not, without the prior written consent of Parent or Merger Sub which may be withheld in their sole discretion, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of, exercise of voting power with respect to, or consent with respect to, any Subject Shares, (ii) voluntarily take any action that would or is reasonably likely to (xA) make any representation or warranty contained herein untrue or incorrect in any material respect or (yB) have the effect in any material respect of preventing the such Shareholder from performing its obligations under this Agreement, (iii) voluntarily convert any shares of Class A Common Stock into Common Stock or (iiiiv) voluntarily sell, assign, transfer, pledge, encumber, distribute, gift or otherwise dispose of (including by merger or otherwise by operation of law) (collectively , a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to any Transfer of any Subject Shares during the term of this Agreement, Agreement except for Transfers (A) to any person or entity who is subject to this Agreement or who becomes bound hereby as a Shareholder by operation of law, (B) solely for estate planning purposes, to any person or entity who becomes party to and bound by the terms of this Agreement as a Shareholder, and (C) in the case of Shareholders who are individuals, upon the death of the such Shareholder, pursuant to the terms of any trust or will of the such Shareholder or by the laws of intestate succession, ; provided that such Shares shall remain subject to the terms of this AgreementAgreement and (D) to charitable organizations, provided that the number of shares transferred to any charitable organization shall not have the power to cast more than 1% of the aggregate voting power of the Company Common Stock at any duly called meeting of the Company’s shareholders (provided that any shares transferred to any charitable organization pursuant to clause (A) shall not be counted for purposes of determining the maximum number of shares that may be transferred pursuant to this clause (D)). For purposes of this Section 4.1, the term “sell” or “sale” or any derivatives thereof shall include (i) a sale, Transfer or disposition of record or beneficial ownership, or both and (ii) a short sale with respect to Company Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Company Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Company Common Stock or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.

No Interference; No Transfers. (a) Except pursuant to the terms of this Agreement, the Shareholder such Stockholder shall not, without the prior written consent of Parent or Merger Sub which may be withheld in their sole discretionSub, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of, exercise of voting power with respect to, or consent with respect to, any Subject SharesShares in a manner inconsistent with the terms of this Agreement, (ii) voluntarily take any action that would or is reasonably likely to (xA) make any representation or warranty contained herein untrue or incorrect in any material respect or (yB) have the effect in any material respect of preventing the Shareholder such Stockholder from performing its obligations under this Agreement, Agreement or (iii) voluntarily sell, assign, transfer, pledge, encumber, distribute, gift encumber or otherwise dispose of (including by merger or otherwise by operation of law) (collectively of, a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to any Transfer of the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Subject Shares during the term of this Agreement, Agreement except for Transfers transfers (A) to any person or entity who is subject to this Agreement or who becomes bound hereby as a Shareholder Stockholder by operation of law, (B) solely for estate planning purposes, to any person law or entity who becomes by becoming party to and being bound by the terms of this Agreement as a ShareholderStockholder incident to such transfer or (B) to charitable organizations, provided such shares constitute, in the aggregate (including all shares so transferred to charitable organizations by all Stockholders from the date hereof), not more than 250,000 shares of the outstanding Class A Common Stock and Class B Common Stock (the "Cap"), and (C) upon the death of the Shareholder, pursuant provided further that any shares transferred to any charitable organization on the terms and conditions of any trust or will of clause (iii)(A) above shall not be counted toward the Shareholder or by the laws of intestate succession, provided that such Shares shall remain subject to the terms of this AgreementCap. For purposes of this Section 4.13.1, the term “"sell” " or “"sale” " or any derivatives thereof shall include (i) a sale, Transfer transfer or disposition of record or beneficial ownership, or both and (ii) a short sale with respect to Common Stock or substantially identical property, entering into or acquiring an offsetting derivative contract with respect to Common Stock or substantially identical property, entering into or acquiring a futures or forward contract to deliver Common Stock or substantially identical property or entering into any transaction that has the same effect as any of the foregoing.