Common use of No Proxies for or Liens on Subject Shares Clause in Contracts

No Proxies for or Liens on Subject Shares. (a) Except as provided hereunder, during the term of this Agreement, each Shareholder shall not (nor permit any Person under such Shareholder’s control to), directly or indirectly, (i) grant any proxies, powers of attorney, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement with respect to any of such Shareholder’s Subject Shares, (ii) sell (including short sell), assign, transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by gift) (each, a “Transfer”) any of such Shareholder’s Subject Shares, (iii) otherwise permit any Liens to be created on any of such Shareholder’s Subject Shares or (iv) enter into any Contract with respect to the direct or indirect Transfer of any of such Shareholder’s Subject Shares. No Shareholder shall, and shall not permit any Person under such Shareholder’s control or any of such Shareholder’s or such Person’s respective representatives to, seek or solicit any such Transfer or any such Contract. Without limiting the foregoing, each Shareholder shall not take any other action that would in any way restrict, limit or interfere in any material respect with the performance of such Shareholder’s obligations hereunder or the transactions contemplated by the Merger Agreement. (b) Notwithstanding the foregoing, each Shareholder shall have the right to Transfer all or any portion of his, her or its Subject Shares to a Permitted Transferee of such Shareholder if and only if such Permitted Transferee shall have agreed in writing, in a manner reasonably acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement and (ii) to be bound by this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder for all purposes of this Agreement. “Permitted Transferee” means, with respect to any Shareholder, (A) any other Shareholder, (B) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (C) any trust, the trustees of which include only the Persons named in clauses (A) or (B) and the beneficiaries of which include only the Persons named in clauses (A) or (B), or (D) if such Shareholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust.

No Proxies for or Liens on Subject Shares. (a) Except as provided hereunder, during the term of this Agreement, each Shareholder Stockholder shall not (nor permit any Person under such ShareholderStockholder’s control to), directly or indirectly, (i) grant any proxies, proxies or powers of attorneyattorney with respect to the right to vote, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement arrangement, with respect to any of such ShareholderStockholder’s Subject Shares, (ii) sell (including short sell), assign, transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by gift) (each, other than pursuant to the APA, a “Transfer”) any of such Shareholder’s Subject Shares, (iii) otherwise permit any Liens to be created on any of such ShareholderStockholder’s Subject Shares or (iviii) enter into any Contract with respect to agreement providing for the direct or indirect Transfer of any of such ShareholderStockholder’s Subject Shares. No Shareholder Except as provided hereunder, no Stockholder shall, and shall not permit any Person under such ShareholderStockholder’s control or any of such ShareholderStockholder’s or such Person’s respective representatives to, seek or solicit any such Transfer or any such Contractagreement. Without limiting the foregoing, each Shareholder Stockholder shall not take any other action that would in any way restrict, limit or interfere in any material respect with the performance of such ShareholderStockholder’s obligations hereunder or the transactions contemplated by the Merger AgreementAPA. (b) Notwithstanding the foregoing, each Shareholder Stockholder shall have the right to Transfer all or any portion of his, her or its Subject Shares to a Permitted Transferee of such Shareholder Stockholder if and only if such Permitted Transferee shall have agreed in writing, in a manner reasonably acceptable in form to Buyer and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement and (ii) to be bound by this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder Stockholder for all purposes of this Agreement. “Permitted Transferee” means, (x) with respect to any ShareholderStockholder that is not a natural person, (1) any other Stockholder, (2) any Affiliate of such Stockholder, or (3) the partners of other equity holders of such Stockholder in connection with an in-kind distribution of such Stockholder’s Subject Shares and (y) with respect to any Stockholder that is a natural person or a trust, (A) any other ShareholderStockholder, (B) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such ShareholderStockholder, (C) any trust, the trustees of which include only the Persons named in clauses (A) or (B) and the beneficiaries of which include only the Persons named in clauses (A) or (B), or (D) if such Shareholder Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust. For purposes of this Section 1.2(b), “Affiliate” means, with respect to any Stockholder, any other person directly or indirectly controlling, controlled by or under common control with such Stockholder.

No Proxies for or Liens on Subject Shares. (a) Except as provided hereunder, during pursuant to the term terms of this Agreement, each Shareholder during the Agreement Period, no Stockholder shall not (nor permit any Person under such ShareholderStockholder’s control to), without the prior written consent of Parent, directly or indirectly, (i) grant any proxies, powers of attorney, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement with respect to any of such Shareholder’s Subject Shares, (ii) sell (including short sell), assign, transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by gift) (each, a “Transfer”) any of such Shareholder’s Subject Shares, (iii) otherwise permit any Liens to be created on any of such Shareholder’s Subject Shares Shares, or (iv) enter into any Contract contract, agreement, option, instrument or other arrangement or understanding with respect to the direct or indirect Transfer of any of such Shareholder’s Subject Shares. No Shareholder Stockholder shall, and shall not permit any Person under such ShareholderStockholder’s control or any of such Shareholder’s its or such Person’s their respective representatives to, seek or solicit any such Transfer or any such Contractcontract, agreement, option, instrument or other arrangement or understanding. Without limiting the foregoing, each Shareholder Stockholder shall not take any other action that would in any way restrict, limit or interfere in any material respect with the performance of such ShareholderStockholder’s obligations hereunder or the transactions contemplated by the Merger Agreement. (b) Notwithstanding the foregoing, each Shareholder Stockholder shall have the right to Transfer all or any portion of his, her its or its his Subject Shares to a Permitted Transferee of such Shareholder Stockholder if and only if such Permitted Transferee shall have agreed in writing, in a manner reasonably acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement and (ii) to be bound by this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder Stockholder for all purposes of this Agreement. “Permitted Transferee” means, with respect to any ShareholderStockholder, (A) any other ShareholderStockholder, (B) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such ShareholderStockholder, (C) any trust, the trustees of which include only the Persons named in clauses (A) or (B) and the beneficiaries of which include only the Persons named in clauses (A) or (B), or (D) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the Persons named in clauses (A) or (B), or (E) if such Shareholder Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust.

No Proxies for or Liens on Subject Shares. (a) Except as provided hereunder, during the term of this Agreement, each Shareholder Stockholder shall not (nor permit any Person person or entity (“Person”) under such ShareholderStockholder’s control to), directly or indirectly, (i) grant any proxies, proxies or powers of attorneyattorney with respect to the right to vote, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement arrangement, with respect to any of such ShareholderStockholder’s Subject Shares, (ii) sell (including short sell), assign, transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by gift) (each, a “Transfer”) any of such Shareholder’s Subject Shares, (iii) otherwise permit any Liens to be created on any of such ShareholderStockholder’s Subject Shares or (iviii) enter into any Contract with respect to agreement providing for the direct or indirect Transfer of any of such ShareholderStockholder’s Subject Shares. No Shareholder shallExcept as provided hereunder, Stockholder shall not, and shall not permit any Person under such ShareholderStockholder’s control or any of such ShareholderStockholder’s or such Person’s respective representatives to, seek or solicit any such Transfer or any such Contractagreement. Without limiting the foregoing, each Shareholder Stockholder shall not take any other action that would in any way restrict, limit or interfere in any material respect with the performance of such ShareholderStockholder’s obligations hereunder or the transactions contemplated by the Merger Agreementhereunder. (b) Notwithstanding the foregoing, each Shareholder Stockholder shall have the right to Transfer all or any portion of his, her or its Subject Shares to a Permitted Transferee of such Shareholder Stockholder if and only if such Permitted Transferee shall have agreed in writing, in a manner reasonably acceptable in form and substance to ParentGeoMet, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement and (ii) to be bound by this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder Stockholder for all purposes of this Agreement. “Permitted Transferee” means, (x) with respect to any ShareholderStockholder that is not a natural person, (1) any other Stockholder, (2) any Affiliate of Stockholder, or (3) the partners of other equity holders of Stockholder in connection with an in-kind distribution of Stockholder’s Subject Shares and (y) with respect to any Stockholder that is a natural person or a trust, (A) any other ShareholderStockholder, (B) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such ShareholderStockholder, (C) any trust, the trustees of which include only the Persons named in clauses (A) or (B) and the beneficiaries of which include only the Persons named in clauses (A) or (B), ) or (D) if such Shareholder Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust. For purposes of this Section 1.2(b), “Affiliate” means, with respect to any Stockholder, any other Person directly or indirectly controlling, controlled by or under common control with Stockholder.

No Proxies for or Liens on Subject Shares. (a) Except as provided hereunder, during the term of this Agreement, each Shareholder Stockholder shall not (nor permit any Person under such ShareholderStockholder’s control to), directly or indirectly, (i) grant any proxies, proxies or powers of attorneyattorney with respect to the right to vote, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement arrangement, with respect to any of such ShareholderStockholder’s Subject Shares, (ii) sell (including short sell), assign, transfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by gift) (each, other than pursuant to the Merger, a “Transfer”) any of such Shareholder’s Subject Shares, (iii) otherwise permit any Liens to be created on any of such ShareholderStockholder’s Subject Shares or (iviii) enter into any Contract with respect to providing for the direct or indirect Transfer of any of such ShareholderStockholder’s Subject Shares. No Shareholder Except as provided hereunder, no Stockholder shall, and shall not permit any Person under such ShareholderStockholder’s control or any of such ShareholderStockholder’s or such Person’s respective representatives to, seek or solicit any such Transfer or any such Contract. Without limiting the foregoing, each Shareholder Stockholder shall not take any other action that would in any way restrict, limit or interfere in any material respect with the performance of such ShareholderStockholder’s obligations hereunder or the transactions contemplated by the Merger Agreement. (b) Notwithstanding the foregoing, each Shareholder Stockholder shall have the right to Transfer all or any portion of his, her or its Subject Shares to a Permitted Transferee of such Shareholder Stockholder if and only if such Permitted Transferee shall have agreed in writing, in a manner reasonably acceptable in form and substance to Parent, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement and (ii) to be bound by this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder Stockholder for all purposes of this Agreement. “Permitted Transferee” means, with respect to any ShareholderStockholder, (A) any other ShareholderStockholder, (B) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such ShareholderStockholder, (C) any trust, the trustees of which include only the Persons named in clauses (A) or (B) and the beneficiaries of which include only the Persons named in clauses (A) or (B), or (D) if such Shareholder Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust.