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 Stockholder shall not (nor permit any Person under such Stockholder’s control to), directly or indirectly, (i) grant any proxies or powers of attorney with respect to the right to vote, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement, with respect to any of such Stockholder’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 Stockholder’s Subject Shares or (iii) enter into any agreement providing for the direct or indirect Transfer of any of such Stockholder’s Subject Shares. Except as provided hereunder, no Stockholder shall, and shall not permit any Person under such Stockholder’s control or any of such Stockholder’s or such Person’s respective representatives to, seek or solicit any such Transfer or any such agreement. Without limiting the foregoing, each 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 Stockholder’s obligations hereunder or the transactions contemplated by the APA.

No Proxies for or Liens on Subject Shares. (a) Except as provided hereunder, during the term of this Agreement, each Stockholder Shareholder shall not (nor permit any Person under such StockholderShareholder’s control to), directly or indirectly, (i) grant any proxies or proxies, powers of attorney with respect to the right to voteattorney, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement, arrangement with respect to any of such StockholderShareholder’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 StockholderShareholder’s Subject Shares, (iii) otherwise permit any Liens to be created on any of such Shareholder’s Subject Shares or (iiiiv) enter into any agreement providing for Contract with respect to the direct or indirect Transfer of any of such StockholderShareholder’s Subject Shares. Except as provided hereunder, no Stockholder No Shareholder shall, and shall not permit any Person under such StockholderShareholder’s control or any of such StockholderShareholder’s or such Person’s respective representatives to, seek or solicit any such Transfer or any such agreementContract. Without limiting the foregoing, each Stockholder 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 StockholderShareholder’s obligations hereunder or the transactions contemplated by the APAMerger Agreement.

No Proxies for or Liens on Subject Shares. (a) Except as provided hereunder, during pursuant to the term terms of this Agreement, each during the Agreement Period, no Stockholder shall not (nor permit any Person under such Stockholder’s control to), without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or proxies, powers of attorney with respect to the right to voteattorney, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement, arrangement with respect to any of such Stockholder’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 Stockholder’s Subject Shares Shares, (iii) otherwise permit any Liens to be created on any Subject Shares, or (iiiiv) enter into any agreement providing for contract, agreement, option, instrument or other arrangement or understanding with respect to the direct or indirect Transfer of any of such Stockholder’s Subject Shares. Except as provided hereunder, no No Stockholder shall, and shall not permit any Person under such Stockholder’s control or any of such Stockholder’s its or such Person’s their respective representatives to, seek or solicit any such Transfer or any such contract, agreement, option, instrument or other arrangement or understanding. Without limiting the foregoing, each 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 Stockholder’s obligations hereunder or the transactions contemplated by the APAMerger Agreement.

No Proxies for or Liens on Subject Shares. (a) Except as provided hereunder, during the term of this Agreement, each Stockholder shall not (nor permit any Person under such Stockholder’s control to), directly or indirectly, (i) grant any proxies or powers of attorney with respect to the right to vote, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement, with respect to any of such Stockholder’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 APAMerger, a “Transfer”) any of such Stockholder’s Subject Shares or (iii) enter into any agreement Contract providing for the direct or indirect Transfer of any of such Stockholder’s Subject Shares. Except as provided hereunder, no Stockholder shall, and shall not permit any Person under such Stockholder’s control or any of such Stockholder’s or such Person’s respective representatives to, seek or solicit any such Transfer or any such agreementContract. Without limiting the foregoing, each 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 Stockholder’s obligations hereunder or the transactions contemplated by the APAMerger Agreement.

No Proxies for or Liens on Subject Shares. (a) Except as provided hereunder, during the term of this Agreement, each Stockholder shall not (nor permit any Person person or entity (“Person”) under such Stockholder’s control to), directly or indirectly, (i) grant any proxies or powers of attorney with respect to the right to vote, rights of first offer or refusal, or enter into any voting trust or voting agreement or arrangement, with respect to any of such Stockholder’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 Stockholder’s Subject Shares or (iii) enter into any agreement providing for the direct or indirect Transfer of any of such Stockholder’s Subject Shares. Except as provided hereunder, no Stockholder shallshall not, and shall not permit any Person under such Stockholder’s control or any of such Stockholder’s or such Person’s respective representatives to, seek or solicit any such Transfer or any such agreement. Without limiting the foregoing, each 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 Stockholder’s obligations hereunder or the transactions contemplated by the APAhereunder.