Common use of No Proxies for or Dispositions of Shares Clause in Contracts

No Proxies for or Dispositions of Shares. Except pursuant to the terms of this Agreement, a Stockholder shall not, without the prior written consent of Investor, 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 Shares that are inconsistent with the voting agreements set forth in Sections 1.1 and 1.2 or (ii) prior to the earlier to occur of the Second Closing or the record date for the Company Stockholder Meeting (as defined in the Securities Purchase Agreement) (the "No Sale Date"), sell, assign, transfer, encumber or otherwise dispose of (collectively "Sell," correlative terms to have correlative meanings), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale of any Shares. Notwithstanding anything in Section 1.4(i) or (ii) to the contrary, a Stockholder may sell up to 100,000 Shares at any time, whether before or after the No Sale Date.

No Proxies for or Dispositions of Shares. Except pursuant to the terms of this Agreement, a the Stockholder shall not, without the prior written consent of Investor, 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 Shares that are inconsistent with the voting agreements set forth in Sections 1.1 and 1.2 or (ii) prior to the earlier to occur of the Second Closing or the record date for the Company Stockholder Meeting (as defined in the Securities Purchase Agreement) (the "No Sale Date"), sell, assign, transfer, encumber or otherwise dispose of (collectively "Sell," correlative terms to have correlative meanings), or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale of any Shares. Notwithstanding anything in Section 1.4(i) or (ii) to the contrary, a the Stockholder may sell up to 100,000 Shares at any time, whether before or after the No Sale DateDate so long as the recipient agrees to be bound by the terms of this Agreement, executes a counterpart to such effect and Investor receives such executed Voting Agreement and proxy in the form hereof. The Stockholder agrees not to permit any such transfer unless the Stockholder has complied with the foregoing requirements.