Common use of No Transfer of Shares Clause in Contracts

No Transfer of Shares. The Stockholders shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholders if (a) any Stockholder is an individual, (i) to any member of such Stockholder’s immediate family or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder’s heirs, or (b) any Stockholder is a partnership or limited liability company, to one or more partners or members of such Stockholder or to an affiliate under common control with such Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and Lilis, to be bound by all of the terms of this Agreement.

No Transfer of Shares. The Stockholders Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a “"transfer”"). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholders if Stockholder (a) any if the Stockholder is an individual, (i) to any member of such the Stockholder’s 's immediate family or to a trust for the benefit of such the Stockholder or any member of such the Stockholder’s 's immediate family, or (ii) upon the death of the Stockholder to such Stockholder’s 's heirs, or (b) any if the Stockholder is a partnership or limited liability company, to one or more partners or members of such the Stockholder or to an affiliate Affiliate under common control with such the Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and LilisParent, to be bound by all of the terms of this Voting Agreement.

No Transfer of Shares. The Stockholders Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholders Stockholder if (a) any the Stockholder is an individual, (i) to any member of such the Stockholder’s immediate family or to a trust for the benefit of such the Stockholder or any member of such the Stockholder’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder’s heirs, or (b) any the Stockholder is a partnership or limited liability company, to one or more partners or members of such the Stockholder or to an affiliate Affiliate under common control with such the Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and LilisQLT, to be bound by all of the terms of this Voting Agreement.

No Transfer of Shares. The Stockholders Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholders Stockholder if (a) any the Stockholder is an individual, (i) to any member of such Stockholder’s immediate family or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder’s heirs, or (b) any the Stockholder is a partnership or limited liability company, to one or more partners or members of such Stockholder or to an affiliate under common control with such Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and Lilis, to be bound by all of the terms of this Agreement.

No Transfer of Shares. The Stockholders Shareholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholders Shareholder if (a) any Stockholder the Shareholder is an individual, (i) to any member of such Stockholderthe Shareholder’s immediate family or to a trust for the benefit of such Stockholder the Shareholder or any member of such Stockholderthe Shareholder’s immediate family, or (ii) upon the death of the Stockholder Shareholder to such StockholderShareholder’s heirs, or (b) any Stockholder the Shareholder is a partnership or limited liability company, to one or more partners or members of such Stockholder the Shareholder or to an affiliate Affiliate under common control with such Stockholderthe Shareholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and LilisAegerion, to be bound by all of the terms of this Voting Agreement.

No Transfer of Shares. The Stockholders Prior to the Termination Date, each Holder hereby agrees that such Holder shall notnot sell or assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of any or all Section 16 of the Owned Shares or Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of hisswap, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contractshort sale, commitment, option hedge or other arrangement that which is designed to, or undertaking which would (either alone or in connection with respect to one or more events, developments or events (including the direct satisfaction or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) waiver of any conditions precedent)), lead to or result in a sale or disposition of any Shares (each of the Owned Shares (any such action in clause (a), (b) or (c) aboveforegoing, a “transferTransfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholders if (a) any Stockholder is an individual, (i) to any member of such Stockholder’s immediate family or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder’s heirs, or (b) any Stockholder is a partnership or limited liability company, to one or more partners or members of such Stockholder or to an affiliate under common control with such Stockholder, as applicable; provided, however, that the foregoing shall not apply to any Transfer (i) contemplated in each case Section 7.1(a) of the Company Disclosure Schedules, (ii) if Holder is a transfer shall be permitted only if natural person, (A) to any person related to Holder by blood or adoption who is an immediate family member of Holder, or by marriage or domestic partnership (a “Family Member”), or to a trust formed for the benefit of Holder or any of Holder’s Family Members, (B) to Holder’s estate, following the death of Holder, by will, intestacy or other operation of law, (C) as a condition precedent bona fide gift to a charitable organization, (D) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (E) to any partnership, corporation or limited liability company which is controlled by Holder and/or by any such Family Member(s); (iii) if Holder is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the effectiveness Exchange Act) of such transferHolder, including investment funds or other entities under common control or management with Holder, (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of Holder (including upon the liquidation and dissolution of Holder pursuant to a plan of liquidation approved by Holder’s equity holders) or (C) as a bona fide gift to a charitable organization; or (iv) if Holder is a trust, to any grantors or beneficiaries of the trust; provided that any transferee agrees of any Transfer of the type set forth in clauses (i) through (iv) must enter into a writing, satisfactory written agreement in form and substance reasonably satisfactory to Brushy Parent and Lilis, the Company agreeing to be bound by all this Agreement prior to the occurrence of the terms of this Agreementsuch Transfer.

No Transfer of Shares. The Stockholders shall not, directly or indirectly, Each Shareholder hereby severally agrees --------------------- not to (ai) sell, pledge, encumbertransfer, assign, transfer or otherwise dispose dispose, by gift or otherwise, of any or all of the Owned Shares or any interest in the Owned Sharestherein, (bii) deposit pledge, mortgage, hypothecate, or otherwise encumber any of the Owned Shares or any interest in therein, (iii) deposit the Owned Shares or any interest therein into a any voting trust trust, voting agreement, proxy, or enter into a voting agreement or other arrangement of any kind with respect to any the voting of histhe Shares, her or its Shares or grant any proxy or power of attorney with respect thereto or (civ) enter into any contract, commitmentoption, option or other arrangement with respect, directly or undertaking with respect indirectly, to the direct or indirect acquisition or saleforegoing, assignment, pledge, encumbrance, transfer or other disposition provided that nothing herein shall be deemed to prohibit (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwisea) the pledge of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a “transfer”). Notwithstanding anything pursuant to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer terms of Owned Shares by the Stockholders if (a) any Stockholder is an individual, (i) to any member of such Stockholder’s immediate family or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder’s heirsbank credit agreement, or (b) any Stockholder is a partnership or limited liability companyShareholder from making bona fide gifts of any of the Shares, to one or more partners or members if the donee of such Stockholder or to an affiliate under common control with such Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee Shares agrees in a writing, satisfactory in form and substance to Brushy and Lilis, writing with Parent to be bound by all of the terms of this Agreement. Except as expressly set forth above, without the prior written consent of Parent, any purported sale, transfer, assignment, disposition, pledge, mortgage, hypothecation, encumbrance, or deposit of the Shares or any interest therein, or contract, option, or other arrangement with respect, directly or indirectly, thereto will be null, void, and unenforceable and will have no effect on the agreements, including the proxy, contained in this Agreement.

No Transfer of Shares. The Stockholders shall not, directly or indirectly, Each Shareholder hereby severally agrees not to (ai) sell, pledge, encumbertransfer, assign, transfer or otherwise dispose dispose, by gift or otherwise, of any or all of the Owned Shares or any interest in the Owned Sharestherein, (bii) deposit pledge, mortgage, hypothecate, or otherwise encumber any of the Owned Shares or any interest in therein, (iii) deposit the Owned Shares or any interest therein into a any voting trust trust, voting agreement, proxy, or enter into a voting agreement or other arrangement of any kind with respect to any the voting of histhe Shares, her or its Shares or grant any proxy or power of attorney with respect thereto or (civ) enter into any contract, commitmentoption, option or other arrangement with respect, directly or undertaking with respect indirectly, to the direct or indirect acquisition or saleforegoing, assignment, pledge, encumbrance, transfer or other disposition provided that nothing herein shall be deemed to prohibit (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwisei) the pledge of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a “transfer”). Notwithstanding anything pursuant to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer terms of Owned Shares by the Stockholders if (a) any Stockholder is an individual, (i) to any member of such Stockholder’s immediate family or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, bank credit agreement. or (ii) upon the death any Shareholder from making bona fide gifts of any of the Stockholder to such Stockholder’s heirsShares, or (b) any Stockholder is a partnership or limited liability company, to one or more partners or members if the donee of such Stockholder or to an affiliate under common control with such Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee Shares agrees in a writing, satisfactory in form and substance to Brushy and Lilis, writing with Parent to be bound by all of the terms of this Agreement. Except as expressly set forth above, without the prior written consent of Parent, any purported sale, transfer, assignment, disposition, pledge, mortgage, hypothecation, encumbrance, or deposit of the Shares or any interest therein, or contract, option, or other arrangement with respect, directly or indirectly, thereto will be null, void, and unenforceable and will have no effect on the agreements, including the proxy, contained in this Agreement.

No Transfer of Shares. The Stockholders During the term of this Agreement, the Holder shall not, directly without the express consent of Stratasys, cause or indirectly, permit any Transfer (aas defined below) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares Subject Securities or enter into any interest agreement, option or arrangement for the Transfer of any of the Subject Securities; provided that nothing contained in this Agreement will be deemed to restrict the Owned Sharesability of the Holder to exercise any Company options or Company warrants held by the Holder as of the date hereof. Except as required by this Agreement, the Holder shall not deposit (bor permit the deposit of) deposit the Owned Shares or any interest Subject Securities in the Owned Shares into a voting trust or grant any proxy or enter into a any voting agreement or arrangement similar agreement with respect to any of his, her the Subject Securities or its Shares or in any way grant any proxy or power of attorney with respect thereto or (c) enter into other Person any contract, commitment, option or other arrangement or undertaking right whatsoever with respect to the direct voting or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) aboveSubject Securities. For purposes hereof, a Person shall be deemed to have effected a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer Transfer” of Owned Shares by the Stockholders Subject Securities if such Person directly or indirectly: (a) any Stockholder is sells, pledges, encumbers, grants an individualoption with respect to, (i) to any member transfers, assigns, or otherwise disposes of such Stockholder’s immediate family or to a trust for the benefit of such Stockholder security, or any member of interest in such Stockholder’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder’s heirs, security; or (b) any Stockholder is a partnership enters into an agreement or limited liability companycommitment providing for the sale of, to one pledge of, encumbrance of, grant of an option with respect to, transfer of or more partners or members disposition of such Stockholder shares or to an affiliate under common control with such Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and Lilis, to be bound by all of the terms of this Agreementany interest therein.

No Transfer of Shares. The Stockholders Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholders Stockholder if (a) any the Stockholder is an individual, (i) to any member of such the Stockholder’s immediate family or to a trust for the benefit of such the Stockholder or any member of such the Stockholder’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder’s heirs, or (b) any the Stockholder is a partnership or limited liability company, to one or more partners or members of such the Stockholder or to an affiliate Affiliate under common control with such the Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and LilisQLT, to be bound by all of the terms of this Voting Agreement. QLT acknowledges and agrees that the Shareholder may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Owned Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Shareholder may transfer pledged or secured Owned Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of QLT. Further, no notice shall be required of such pledge.

No Transfer of Shares. The Stockholders Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned its Stockholder Shares or any interest in the Owned its Stockholder Shares, (b) deposit the Owned its Stockholder Shares or any interest in the Owned its Stockholder Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Stockholder Shares or grant any proxy or power of attorney with respect thereto (other than as contemplated herein) or (c) enter into any contract, commitment, option or other arrangement or undertaking Contract with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, assignment, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned its Stockholder Shares (any such action in clause (a), (b) or (c) above, a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Stockholder Shares by the Stockholders Stockholder (i) if (a) any such Stockholder is an individual, (iA) to any member of such Stockholder’s immediate family or to a trust solely for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or (iiB) upon the death of the Stockholder to such Stockholder’s heirs, heirs or (bC) any to a charitable entity qualified as a 501(c)(3) organization under the Code or (ii) if Stockholder is not a partnership or limited liability companynatural person, to one or more partners or members of such an Affiliate controlled by Stockholder or to an affiliate under common control with such Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if if, and as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and LilisParent, to be bound by all of the terms of this AgreementVoting Agreement as though such transferee were the “Stockholder” hereunder.

No Transfer of Shares. The Stockholders During the term of this Agreement, each Stockholder, severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer (including by operation of Law), gift, convey, Lien, pledge, hypothecate, dispose of or otherwise dispose of encumber any or all of the Owned Shares or grant any security interest in in, or otherwise agree to do any of the Owned Sharesforegoing, except for a sale, assignment or transfer of Shares pursuant to the BCA or to another Stockholder of the Company that is a party to this Agreement and bound by the terms and obligations hereof, (b) grant or agree to grant any proxy, power of attorney or other right to vote any of the Shares, deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer (including by operation of Law) or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a)Shares; provided that, (b) or (c) above, a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a the transfer of Owned the Shares by a Stockholder to an affiliate of such Stockholder under the Stockholders following circumstances (collectively, “Permitted Transfers”): (i) to an affiliate of such Stockholder; (ii) as a bona fide gift or gifts, or to a charitable organization; (iii) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin; (iv) if (a) any the Stockholder is an individual, (i) to any member of such Stockholder’s immediate family by will or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or (ii) intestate succession upon the death of the Stockholder to such Stockholder’s heirs; (v) by operation of law, such as pursuant to a qualified domestic order or the dissolution of marriage or civil union (bincluding, without limitation, a divorce settlement); and (vi) any if the Stockholder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, to one another corporation, partnership, limited liability company, trust, syndicate, association or more partners other business entity that controls, is controlled by or members of such Stockholder or to an affiliate is under common control or management with such Stockholder, as applicablethe undersigned or its affiliates; provided, howeverfurther, that in each case a for such transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and Lilis, to be bound by all of the terms of considered a Permitted Transfer, such transferee shall execute a joinder agreeing to become a party to this Agreement.

No Transfer of Shares. The Stockholders Unless the Termination Date (as defined below) shall have occurred, Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned its Stockholder Shares or any interest in the Owned its Stockholder Shares, (b) deposit the Owned its Stockholder Shares or any interest in the Owned its Stockholder Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Stockholder Shares or grant any proxy or power of attorney with respect thereto (other than as contemplated herein) or (c) enter into any contract, commitment, option or other arrangement or undertaking Contract with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, assignment, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned its Stockholder Shares (any such action in clause (a), (b) or (c) above, a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Stockholder Shares by the Stockholders Stockholder (i) if (a) any such Stockholder is an individual, (iA) to any member of such Stockholder’s immediate family or to a trust solely for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or (iiB) upon the death of the Stockholder to such Stockholder’s heirs, heirs or (bC) any to a charitable entity qualified as a 501(c)(3) organization under the Code or (ii) if Stockholder is not a partnership or limited liability companynatural person, to one or more partners or members of such an Affiliate controlled by Stockholder or to an affiliate under common control with such Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if if, and as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Brushy and Lilisthe Company, to be bound by all of the terms of this AgreementAgreement as though such transferee were the “Stockholder” hereunder.

No Transfer of Shares. The Stockholders Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Stockholder's Shares or any interest in the Owned Stockholder's Shares, (b) deposit the Owned Stockholder's Shares or any interest in the Owned Stockholder's Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto (other than as contemplated herein) or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Stockholder's Shares (any such action in clause (a), (b) or (c) above, a “"transfer”"). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned the Stockholder's Shares by the Stockholders Stockholder (i) if (a) any the Stockholder is an individual, (iA) to any member of such the Stockholder’s 's immediate family or to a trust for the benefit of such the Stockholder or any member of such the Stockholder’s 's immediate family, or (iiB) upon the death of the Stockholder to such Stockholder’s 's heirs, or (bii) any if the Stockholder is not a partnership natural person, (A) to the extent required to comply with investment management client instructions; (B) pro rata transfers resulting from withdrawals of investment management client assets under management; or limited liability company, (C) to one or more partners or members of such the Stockholder or to an affiliate Affiliate under common control with such the Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and LilisParent, to be bound by all of the terms of this Voting Agreement.

No Transfer of Shares. The Stockholders Each Stockholder, severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer (including by operation of Law), gift, convey, Lien, pledge, hypothecate, dispose of or otherwise dispose of encumber any or all of the Owned Shares or grant any security interest in in, or otherwise agree to do any of the Owned Sharesforegoing, except for a sale, assignment or transfer of Shares pursuant to the BCA or to another Stockholder of the Company that is a party to this Agreement and bound by the terms and obligations hereof, (b) grant or agree to grant any proxy, power of attorney or other right to vote any of the Shares, deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer (including by operation of Law) or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a)Shares; provided that, (b) or (c) above, a “transfer”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a the transfer of Owned the Shares by a Stockholder under the Stockholders following circumstances (collectively, “Permitted Transfers”): (i) to an affiliate of such Stockholder; (ii) as a bona fide gift or gifts, or to a charitable organization; (iii) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin; (iv) if (a) any the Stockholder is an individual, (i) to any member of such Stockholder’s immediate family by will or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or (ii) intestate succession upon the death of the Stockholder to such Stockholder’s heirs; (v) by operation of law, such as pursuant to a qualified domestic order or the dissolution of marriage or civil union (bincluding, without limitation, a divorce settlement); and (vi) any if the Stockholder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, to one another corporation, partnership, limited liability company, trust, syndicate, association or more partners other business entity that controls, is controlled by or members of such Stockholder or to an affiliate is under common control or management with such Stockholder, as applicablethe undersigned or its affiliates; provided, howeverfurther, that in each case a for such transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Brushy and Lilis, to be bound by all of the terms of considered a Permitted Transfer, such transferee shall execute this Agreement or a joinder agreeing to become a party to this Agreement.

No Transfer of Shares. The Stockholders shall not, directly or indirectly, Each Shareholder hereby severally agrees not to (ai) sell, pledge, encumbertransfer, assign, transfer or otherwise dispose dispose, by gift or otherwise, of any or all of the Owned Shares or any interest in the Owned Sharestherein, (bii) deposit pledge, mortgage, hypothecate, or otherwise encumber any of the Owned Shares or any interest in therein, (iii) deposit the Owned Shares or any interest therein into a any voting trust trust, voting agreement, proxy, or enter into a voting agreement or other arrangement of any kind with respect to any the voting of histhe Shares, her or its Shares or grant any proxy or power of attorney with respect thereto or (civ) enter into any contract, commitmentoption, option or other arrangement with respect, directly or undertaking with respect indirectly, to the direct or indirect acquisition or saleforegoing, assignment, pledge, encumbrance, transfer or other disposition provided that nothing herein shall be deemed to prohibit (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwisei) the pledge of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a “transfer”). Notwithstanding anything pursuant to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer terms of Owned Shares by the Stockholders if (a) any Stockholder is an individual, (i) to any member of such Stockholder’s immediate family or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate familybank credit agreement, or (ii) upon the death any Shareholder from making bona fide gifts of any of the Stockholder to such Stockholder’s heirsShares, or (b) any Stockholder is a partnership or limited liability company, to one or more partners or members if the donee of such Stockholder or to an affiliate under common control with such Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee Shares agrees in a writing, satisfactory in form and substance to Brushy and Lilis, writing with Parent to be bound by all of the terms of this Agreement. Except as expressly set forth above, without the prior written consent of Parent, any purported sale, transfer, assignment, disposition, pledge, mortgage, hypothecation, encumbrance, or deposit of the Shares or any interest therein, or contract, option, or other arrangement with respect, directly or indirectly, thereto will be null, void, and unenforceable and will have no effect on the agreements, including the proxy, contained in this Agreement.