Common use of No Interference; No Transfers Clause in Contracts

No Interference; No Transfers. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Parent which may be withheld in 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 any Subject Shares, (ii) voluntarily take any action that would or is reasonably likely to (A) make any representation or warranty contained herein untrue or incorrect in any material respect or (B) have the effect in any material respect of preventing such Stockholder 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 in the case of Stockholders who are individuals, upon the death of such Stockholder, pursuant to the terms of any trust or will of 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. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Parent which may be withheld in its sole discretionor Purchaser, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of 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 (A) make any representation or warranty contained herein untrue or incorrect in any material respect or (B) have the effect in any material respect of preventing such Stockholder from performing its obligations under this 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 except for Transfers in the case transfers (i) to any person or entity who is subject to this Agreement or who becomes bound hereby as a Stockholder by operation of Stockholders who are individuals, upon the death of such Stockholder, pursuant to the terms of any trust or will of such Stockholder law or by the laws of intestate succession; provided that such Subject Shares shall remain subject becoming party to and being bound by the terms of this AgreementAgreement as a Stockholder incident to such transfer or (ii) to charitable organizations of Company Common Stock converted from Class B Stock provided such Company Common Stock constitutes, in the aggregate (including all shares so transferred to charitable organizations by all Stockholders from the date hereof), not more than 100,000 shares of the outstanding Company Common Stock. For purposes of this Section 4.13.01, 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 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. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Parent which may be withheld in its sole discretionor Purchaser, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of 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 (A) make any representation or warranty contained herein untrue or incorrect in any material respect or (B) have the effect in any material respect of preventing such 6 Stockholder from performing its obligations under this 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 except for Transfers in the case transfers (i) to any person or entity who is subject to this Agreement or who becomes bound hereby as a Stockholder by operation of Stockholders who are individuals, upon the death of such Stockholder, pursuant to the terms of any trust or will of such Stockholder law or by the laws of intestate succession; provided that such Subject Shares shall remain subject becoming party to and being bound by the terms of this AgreementAgreement as a Stockholder incident to such transfer or (ii) to charitable organizations of Company Common Stock converted from Class B Stock provided such Company Common Stock constitutes, in the aggregate (including all shares so transferred to charitable organizations by all Stockholders from the date hereof), not more than 100,000 shares of the outstanding Company Common Stock. For purposes of this Section 4.13.01, 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 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. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Parent which may be withheld in its sole discretionor Purchaser, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of 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 (A) make any representation or warranty contained herein untrue or incorrect in any material respect or (B) have the effect in any material respect of preventing such Stockholder from performing its obligations under this 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, 6 any Subject Shares during the term of this Agreement except for Transfers in the case transfers (i) to any person or entity who is subject to this Agreement or who becomes bound hereby as a Stockholder by operation of Stockholders who are individuals, upon the death of such Stockholder, pursuant to the terms of any trust or will of such Stockholder law or by the laws of intestate succession; provided that such Subject Shares shall remain subject becoming party to and being bound by the terms of this AgreementAgreement as a Stockholder incident to such transfer or (ii) to charitable organizations of Company Common Stock converted from Class B Stock provided such Company Common Stock constitutes, in the aggregate (including all shares so transferred to charitable organizations by all Stockholders from the date hereof), not more than 100,000 shares of the outstanding Company Common Stock. For purposes of this Section 4.13.01, 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 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.