Common use of No Transfer of Covered Shares Clause in Contracts

No Transfer of Covered Shares. Prior to the Expiration Time, the Shareholder agrees not to, directly or indirectly, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise), either voluntarily or involuntarily, offer to transfer or consent to any transfer or enter into any contract, option or other agreement or understanding with respect to the transfer of any or all of the interest in such Shareholder’s Covered Shares, or (ii) take any action or agree or commit to take any action that would make any representation or warranty of such Shareholder contained in this Agreement untrue or incorrect or have the effect of preventing or materially delaying the Shareholder from performing its obligations under this Agreement; provided, however, that nothing in this Section 4.1 shall prohibit a transfer of Covered Shares (w) with the prior written consent of the Company, (x) to any member of the Shareholder’s immediate family, or to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family, or otherwise for estate planning purposes, (y) by will or under the laws of intestacy upon the death of the Shareholder, (z) pursuant to a qualified domestic order, (aa) to any charitable organization or (bb) any Shareholder that is an entity may transfer Covered Shares to any Affiliate of such Shareholder or to one or more partners or members of such Shareholder; provided, further, that a transfer referred to in the foregoing clauses of this sentence shall be permitted only if the transferee agrees in a written document, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement.

No Transfer of Covered Shares. Prior to the Expiration Time, the Shareholder Stockholder agrees not to, directly or indirectly, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise), either voluntarily or involuntarily, offer to transfer or consent to any transfer or enter into any contract, option or other agreement or understanding with respect to the transfer of any or all of the interest in such Shareholder’s Stockholder's Covered Shares, or (ii) take any action or agree or commit to take any action that would make any representation or warranty of such Shareholder Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or materially delaying the Shareholder Stockholder from performing its obligations under this Agreement; provided, however, that nothing in this Section 4.1 shall prohibit a transfer of Covered Shares (w) with the prior written consent of the CompanyParent, (x) to any member of the Shareholder’s Stockholder's immediate family, or to a trust for the benefit of the Shareholder Stockholder or any member of the Shareholder’s Stockholder's immediate family, or otherwise for estate planning purposes, (y) by will or under the laws of intestacy upon the death of the ShareholderStockholder, (z) pursuant to a qualified domestic order, (aa) to any charitable organization or (bb) any Shareholder Stockholder that is an entity may transfer Covered Shares to any Affiliate of such Shareholder Stockholder or to one or more partners or members of such ShareholderStockholder; provided, further, that a transfer referred to in the foregoing clauses of this sentence shall be permitted only if the transferee agrees in a written document, reasonably satisfactory in form and substance to the CompanyParent, to be bound by all of the terms of this Agreement.

No Transfer of Covered Shares. Prior to the Expiration Time, the Shareholder Stockholder agrees not to, directly or indirectly, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise), either voluntarily or involuntarily, offer to transfer or consent to any transfer or enter into any contract, option or other agreement or understanding with respect to the transfer of any or all of the interest in such ShareholderStockholder’s Covered Shares, or (ii) take any action or agree or commit to take any action that would make any representation or warranty of such Shareholder Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or materially delaying the Shareholder Stockholder from performing its obligations under this Agreement; provided, however, that nothing in this Section 4.1 shall prohibit a transfer of Covered Shares (w) with the prior written consent of the CompanyParent, (x) to any member of the ShareholderStockholder’s immediate family, or to a trust for the benefit of the Shareholder Stockholder or any member of the ShareholderStockholder’s immediate family, or otherwise for estate planning purposes, (y) by will or under the laws of intestacy upon the death of the ShareholderStockholder, (z) pursuant to a qualified domestic order, (aa) to any charitable organization or (bb) any Shareholder Stockholder that is an entity may transfer Covered Shares to any Affiliate of such Shareholder Stockholder or to one or more partners or members of such ShareholderStockholder; provided, further, that a transfer referred to in the foregoing clauses of this sentence shall be permitted only if the transferee agrees in a written document, reasonably satisfactory in form and substance to the CompanyParent, to be bound by all of the terms of this Agreement.