Common use of No Transfer; No Inconsistent Arrangements Clause in Contracts

No Transfer; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is terminated in accordance with Section 5.2, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Encumbrance, other than any Permitted Encumbrance, on any or all of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, exchange, tender, pledge, grant a participation interest in, hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any contract with respect to any Transfer of, or Encumbrance on, such Stockholder’s Subject Shares or any right or interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such Stockholder’s Subject Shares or any right or interest therein, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect in any respect. Any action taken in violation of the foregoing sentence shall be null and void ab

No Transfer; No Inconsistent Arrangements. Except as provided hereunder or under pursuant to the Merger express terms of this Agreement, from such VC Shareholder shall not (and after shall not permit any Person under such VC Shareholder’s control to), without the date hereof and until this Agreement is terminated in accordance with Section 5.2, such Stockholder shall notprior written consent of the Investor, directly or indirectly, (ai) create grant any proxies, powers of attorney, rights of first offer or permit refusal or enter into any voting trust with respect to exist any Encumbrance, other than any Permitted Encumbrance, on any or all of such StockholderVC Shareholder’s Subject Shares, (bii) transfer, sell (including short sell), assign, gift, hedge, exchangetransfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (whether including by salegift) (each, liquidationa “Transfer”) any of such VC Shareholder’s Subject Shares, dissolution(iii) otherwise permit any Liens to be created on any of such VC Shareholder’s Subject Shares, dividend or distribution(iv) of, or enter into any derivative contract, agreement, option, instrument or other arrangement or understanding with respect to (collectively, “Transfer”)the direct or indirect Transfer of, any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any contract with respect to any Transfer of, or Encumbrance on, such Stockholder’s Subject Shares or any right or interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such Stockholder’s Subject Shares or any right or interest therein, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such StockholderVC Shareholder’s Subject Shares, or (fv) take or permit any other action that would in any way restrict, limit or interfere in any material respect with the performance of such StockholderVC Shareholder’s obligations hereunder or the transactions contemplated hereby or or, subject to the following sentence, otherwise make any representation or warranty of such Stockholder VC Shareholder herein untrue or incorrect in any material respect. Any action taken If any involuntary Transfer of any of such VC Shareholder’s Subject Shares shall occur (including, but not limited to, a sale by such VC Shareholder’s trustee in violation of the foregoing sentence shall be null and void abany bankruptcy, or a sale to a purchaser at any creditor’s or court

No Transfer; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Asset Purchase Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, such the Stockholder shall not, directly or indirectly, (a) create or permit to exist any EncumbranceLiens, other than any Permitted EncumbranceLiens as may be applicable under the Securities Act or other applicable securities Laws, on all or any or all portion of such Stockholder’s the Subject SharesShares and/or Seller Parent Stock Options, (b) transfer, sell, assign, gift, hedge, exchange, tender, pledge, grant a participation interest in, hypothecate pledge or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), all or any portion of such Stockholder’s the Subject SharesShares or Seller Parent Stock Options, or any right or interest therein (or consent to any of the foregoing), (c) enter into any contract Contract with respect to any Transfer of, or Encumbrance on, such Stockholder’s of the Subject Shares or Seller Parent Stock Options, or any right or interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to all or any portion of such Stockholder’s the Subject Shares or any right or interest thereinSeller Parent Stock Options, (e) deposit or permit the deposit of all or any portion of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to all or any portion of such Stockholder’s the Subject Shares, or (f) take or permit any other action that would in any way restrict, limit or interfere with the performance of such the Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect in any respect. Any action taken in violation of the foregoing sentence shall be null and void abor

No Transfer; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreementhereunder, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.25.1, such the Stockholder shall not, directly or indirectly, other than for any Permitted Stockholder Encumbrances, (a) create or permit to exist any Encumbrance, other than any Permitted Encumbrance, Encumbrances on any or all of such Stockholder’s the Subject Shares, (b) transfer, sell (including short sell), assign, gift, hedge, exchange, tender, pledge, grant a participation interest in, hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s the Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any contract Contract, option or other arrangement or understanding with respect to any Transfer of, or Encumbrance on, such Stockholder’s of the Subject Shares or any right or interest therein, (d) grant or permit the grant of any proxy, power-of-attorney attorney, or other authorization or consent in or with respect to any of such Stockholder’s the Subject Shares or any right or interest thereinShares, (e) deposit or permit the deposit of any of such Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s the Subject Shares, Shares or (f) take or permit any other action that would in any way would be reasonably expected to restrict, limit limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder hereunder. The Company will not recognize, facilitate or the transactions contemplated hereby or otherwise make give effect to any representation or warranty of such Stockholder herein untrue or incorrect in any respect. Any action taken transfer in violation of the foregoing sentence shall be null and void abthis Section 4.1. The Stockholder hereby authorizes Parent to direct