Common use of No Transfer of Shares Clause in Contracts

No Transfer of Shares. From the date hereof until the earlier of (x) February 18, 2015 and (y) such time as the Company Stockholder Approval has been obtained (the “Transfer Restriction Period”), Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of its Stockholder Shares or any interest in its Stockholder Shares, (b) deposit its Stockholder Shares or any interest in its Stockholder Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of 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 with respect to the direct or indirect acquisition or sale, 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 its Stockholder Shares (any such action in clause (a), (b) or (c) above, a “transfer”), provided, however, that Stockholder may transfer free of any restriction or obligation hereunder (a “Permitted Transfer”) up to one million (1,000,000) Stockholder Shares (the “Non-Restricted Shares”). Notwithstanding anything to the contrary herein, the Non-Restricted Shares shall not be subject to any of the restrictions set forth in this Section 2.1, and any Non-Restricted Shares that are the subject of a Permitted Transfer shall, upon the effectiveness of such Permitted Transfer, cease to be subject to this Voting Agreement. Notwithstanding anything to the contrary in this Section 2.1, this Section 2.1 shall not prohibit a transfer of Stockholder Shares by Stockholder (i) if Stockholder is an individual, (A) to any member of Stockholder’s immediate family or to a trust solely for the benefit of Stockholder or any member of Stockholder’s immediate family, (B) upon the death of Stockholder to Stockholder’s heirs or (C) to a charitable entity qualified as a 501(c)(3) organization under the Code or (ii) if Stockholder is not a natural person, to an Affiliate controlled by Stockholder or under common control with Stockholder, as applicable; provided, however, that in each case a transfer of Stockholder Shares, other than a transfer of the Non-Restricted Shares shall be permitted only if, and as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Parent, to be bound by all of the terms of this Voting Agreement as though such transferee were the “Stockholder” hereunder.

No Transfer of Shares. From Until the date hereof until the earlier earliest to occur of (xa) February 18the Effective Time, 2015 and (yb) such date and time as the Company Stockholder Approval has been obtained Merger Agreement shall be validly terminated pursuant to Article 11 thereof, (c) the mutual written consent of the parties hereto and (d) an Adverse Recommendation Change (the “Transfer Restriction PeriodExpiration Time”), each Stockholder shall notand Exxxxxx agree not to, directly or indirectly, sell, dispose, assign, transfer, charge, donate, grant any lien in (aother than Liens (x) sellarising under or imposed by Applicable Law or pursuant to this Agreement, the Merger Agreement (or the transaction contemplated by the Merger Agreement) or any Permitted Transfer or (y) that are not material to the Stockholder’s performance of its respective obligations under this Agreement or the other Transaction Documents ((x) and (y), together, the “Permitted Encumbrances”)), exchange, pledge, encumber, assignhypothecate, or otherwise transfer or otherwise dispose attempt to transfer all or any portion of any or all of its Stockholder the Shares or any participation, right or interest therein (whether by merger, consolidation or otherwise by operation of law), in each case whether directly or indirectly (including through the transfer of any Shares in any direct or indirect holding company holding Shares or through the issuance and redemption by any such holding company of its Stockholder Shares, (b) and through deposit its Stockholder Shares or any interest in its Stockholder Shares into a voting trust or enter entry into a voting agreement or arrangement with respect to any of its Stockholder such Shares or grant of any proxy or power of attorney with respect thereto (other than as contemplated herein) that is inconsistent with this Agreement), or (c) enter into any Contract with respect offer, agreement, contract or commitment to the direct or indirect acquisition or sale, pledge, encumbrance, assignment, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of do any of its Stockholder Shares the foregoing, and regardless of whether any of the foregoing is effected, with or without consideration, voluntarily or involuntarily, and by operation of law or otherwise (any such action in clause (a), (b) or (c) aboveof the foregoing, a “transferTransfer”), or cause or permit the Transfer of any Shares, other than (i) with the prior written consent of Uniti or (ii) Transfers between the Stockholders or their or Exxxxxx’x controlled Affiliates (so long as, for the avoidance of doubt, such Transfers do not reduce the aggregate beneficial ownership of the Stockholders, including any transferee who becomes a Stockholder pursuant to Section 4.04), provided, howeverthat in each case, the transferee shall, and such Stockholder (or Exxxxxx) shall cause such transferee (other than in the case of a customary securities lending arrangement as contemplated below) to, at the time of and as a condition to such Transfer, execute and deliver to Uniti a counterpart to this Agreement in the form attached hereto as Exhibit A providing that such transferee shall agree to be bound as a Stockholder may transfer free under this Agreement (provided that the transferor shall continue to be liable for any failure of the transferee to comply with any restriction or obligation hereunder provision of this Agreement) (each such exception, a “Permitted Transfer”) up to one million (1,000,000) Stockholder Shares (the “Non-Restricted Shares”). Notwithstanding anything to the contrary herein, the Non-Restricted The foregoing restrictions on Transfers of Shares shall not prohibit any such Transfers by any Stockholder pursuant to, and in accordance with the express terms of, the Merger Agreement. Any Transfer or attempted Transfer of any Shares in violation of this Section 4.03 shall be subject null and void and of no effect whatsoever. For the avoidance of doubt, the fact that a Stockholder’s Shares may be loaned by such Stockholder as part of customary securities lending arrangements shall constitute a Permitted Transfer and actions taken in connection therewith shall constitute a Permitted Encumbrance, so long as such Stockholder is entitled to (and does) vote any such loaned Shares at any stockholder meeting of Uniti held prior to the Expiration Date (including by recalling such loaned Shares prior to the record date for such meeting as necessary, following which record date the Stockholder may again loan any or all of such Stockholder’s Shares as part of customary securities lending arrangements) in accordance with this Agreement; provided that the Shares are released from any such lending arrangements prior to or as of Closing and are held by a Stockholder or Exxxxxx or a permitted transferee thereof referred to in the immediately preceding sentence. Uniti hereby agrees to use reasonable best efforts to provide Exxxxxx with advance notice of the restrictions set forth record date for any stockholder meeting of Uniti held before the Expiration Date. Uniti shall notify Exxxxxx upon each commencement of a “broker search” in this Section 2.1accordance with Rule 14a-13 of the Exchange Act, and any Nonupdates thereto. For the avoidance of doubt, “Shares” shall exclude any cash-Restricted Shares settled swap instruments that are do not confer a right to control or direct the subject of a Permitted Transfer shall, upon the effectiveness of such Permitted Transfer, cease to be subject to this Voting Agreement. Notwithstanding anything to the contrary in this Section 2.1, this Section 2.1 shall not prohibit a transfer of Stockholder Shares by Stockholder (i) if Stockholder is an individual, (A) to any member of Stockholder’s immediate family or to a trust solely for the benefit of Stockholder or any member of Stockholder’s immediate family, (B) upon the death of Stockholder to Stockholder’s heirs or (C) to a charitable entity qualified as a 501(c)(3) organization under the Code or (ii) if Stockholder is not a natural person, to an Affiliate controlled by Stockholder or under common control with Stockholder, as applicable; provided, however, that in each case a transfer of Stockholder Shares, other than a transfer voting of the Non-Restricted Shares shall be permitted only if, and as a condition precedent to the effectiveness underlying shares of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Parent, to be bound by all of the terms of this Voting Agreement as though such transferee were the “Stockholder” hereunderUniti Common Stock.

No Transfer of Shares. From the date hereof until the earlier of (x) February 18, 2015 and (y) such time as the Company Stockholder Approval has been obtained (the “Transfer Restriction Period”), Stockholder shall not, directly or indirectly, (aA) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of its Stockholder the Stockholder’s Shares or any interest in its Stockholder the Stockholder’s Shares, (bB) deposit its Stockholder the Stockholder’s Shares or any interest in its Stockholder the Stockholder’s 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 (cC) enter into any Contract contract, commitment, option or other arrangement or undertaking 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 its Stockholder the Stockholder’s Shares (any such action in clause (ai), (bii) or (ciii) above, a “transfer”), provided, however, that Stockholder may transfer free of any restriction or obligation hereunder (a “Permitted Transfer”) up to one million (1,000,000) Stockholder Shares (the “Non-Restricted Shares”). Notwithstanding anything to the contrary herein, the Non-Restricted Shares shall not be subject to any of the restrictions set forth in this Section 2.1, and any Non-Restricted Shares that are the subject of a Permitted Transfer shall, upon the effectiveness of such Permitted Transfer, cease to be subject to this Voting Agreement. Notwithstanding anything to the contrary in this Section 2.1the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Stockholder Stockholder’s Shares by the Stockholder (i) if the Stockholder is an individual, (A) to any member of the Stockholder’s immediate family or to a trust solely for the benefit of the Stockholder or any member of the Stockholder’s immediate family, or (B) upon the death of the Stockholder to such Stockholder’s heirs or (C) to a charitable entity qualified as a 501(c)(3) organization under the Code heirs, or (ii) if the Stockholder is not a natural personpartnership or limited liability company, to one or more partners or members of the Stockholder or to an Affiliate controlled by Stockholder or under common control with the Stockholder, as applicable; provided, however, that in each case a transfer of Stockholder Shares, other than a transfer of the Non-Restricted Shares shall be permitted only if, and if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to ParentPurchaser, to be bound by all of the terms of this Voting Agreement. For the avoidance of doubt, subject to any changes after the date hereof not contemplated by the Merger Agreement that would affect the status of Stockholder as though such transferee were a non-affiliate of Purchaser within the “Stockholder” hereundermeaning of Rule 144 under the Securities Act, Purchaser agrees that it will not instruct the transfer agent to place any securities Laws transfer restriction legend on the shares of common stock of Purchaser held by Stockholder and will not advise its transfer agent that there are any restrictions on the transfer of shares of common stock of Purchaser by Stockholder under the securities Laws.

No Transfer of Shares. From the date hereof until the earlier of (x) February 18, 2015 and (y) such time as the Company Stockholder Approval has been obtained (the “Transfer Restriction Period”), The Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of its Stockholder the Stockholder’s Shares or any interest in its Stockholder the Stockholder’s Shares, (b) deposit its Stockholder the Stockholder’s Shares or any interest in its Stockholder the Stockholder’s 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 contract, commitment, option or other arrangement or undertaking 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 its Stockholder the Stockholder’s Shares (any such action in clause (a), (b) or (c) above, a “transfer”), ; provided, however, that the Stockholder may transfer free shall be permitted to dispose of any restriction or obligation hereunder (a “Permitted Transfer”) up to one million (1,000,000) Stockholder Shares (the “Non-Restricted Shares”). Notwithstanding anything to the contrary herein, the Non-Restricted Shares shall not be subject to any portion of the restrictions set forth Stockholder’s Shares, so long as such disposition would not result in this Section 2.1the Stockholder Beneficially Owning less than 8% of the issued and outstanding Company Common Stock publicly reported by the Company, and any Nonin its quarterly report on Form 10-Restricted Shares that are the subject Q, as outstanding as of a Permitted Transfer shallFebruary 13, upon the effectiveness of such Permitted Transfer, cease to be subject to this Voting Agreement2013. Notwithstanding anything to the contrary in this Section 2.1the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Stockholder the Stockholder’s Shares by the Stockholder (i) if Stockholder is an individual, (A) to any member of Stockholder’s immediate family or the extent required to a trust solely for the benefit of Stockholder or any member of Stockholder’s immediate family, comply with investment management client instructions; (B) upon the death substantially pro rata in connection with withdrawals of Stockholder to Stockholder’s heirs or investment management client assets under management; (C) pursuant to a charitable entity qualified as a 501(c)(3) organization under stock loan made by or on behalf of the Code Stockholder’s investment management clients in the ordinary course of business; or (iiD) if to one or more partners or members of the Stockholder is not a natural person, or to an Affiliate controlled by Stockholder or under common control with the Stockholder, as applicable; provided, however, that in each the case of a transfer of Stockholder Shares, other than a transfer of the Non-Restricted Shares shall be permitted pursuant to this clause (D) only if, and if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Parent, writing to be bound by all of the terms of this Voting Agreement as though such transferee were the “Stockholder” hereunder.

No Transfer of Shares. From Unless the date hereof until the earlier of Termination Date (xas defined below) February 18, 2015 and (y) such time as the Company Stockholder Approval has been obtained (the “Transfer Restriction Period”)shall have occurred, Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of its Stockholder Shares or any interest in its Stockholder Shares, (b) deposit its Stockholder Shares or any interest in its Stockholder Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of 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 with respect to the direct or indirect acquisition or sale, 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 its Stockholder Shares (any such action in clause (a), (b) or (c) above, a “transfer”), provided, however, that Stockholder may transfer free of any restriction or obligation hereunder (a “Permitted Transfer”) up to one million (1,000,000) Stockholder Shares (the “Non-Restricted Shares”). Notwithstanding anything to the contrary herein, the Non-Restricted Shares shall not be subject to any of the restrictions set forth in this Section 2.1, and any Non-Restricted Shares that are the subject of a Permitted Transfer shall, upon the effectiveness of such Permitted Transfer, cease to be subject to this Voting Agreement. Notwithstanding anything to the contrary in this Section 2.1the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Stockholder Shares by Stockholder (i) if such Stockholder is an individual, (A) to any member of Stockholder’s immediate family or to a trust solely for the benefit of Stockholder or any member of Stockholder’s immediate family, (B) upon the death of Stockholder to Stockholder’s heirs or (C) to a charitable entity qualified as a 501(c)(3) organization under the Code or (ii) if Stockholder is not a natural person, to an Affiliate controlled by Stockholder or under common control with Stockholder, as applicable; provided, however, that in each case a transfer of Stockholder Shares, other than a transfer of the Non-Restricted Shares shall be permitted only 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 Parent, to be bound by all of the terms of this Voting Agreement as though such transferee were the “Stockholder” hereunder.

No Transfer of Shares. From Unless the date hereof until the earlier of Termination Date (xas defined below) February 18, 2015 and (y) such time as the Company Stockholder Approval has been obtained (the “Transfer Restriction Period”)shall have occurred, Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of its Stockholder Shares or any interest in its Stockholder Shares, (b) deposit its Stockholder Shares or any interest in its Stockholder Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of 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 with respect to the direct or indirect acquisition or sale, 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 its Stockholder Shares (any such action in clause (a), (b) or (c) above, a “transfer”), provided, however, that Stockholder may transfer free of any restriction or obligation hereunder (a “Permitted Transfer”) up to one million (1,000,000) Stockholder Shares (the “Non-Restricted Shares”). Notwithstanding anything to the contrary herein, the Non-Restricted Shares shall not be subject to any of the restrictions set forth in this Section 2.1, and any Non-Restricted Shares that are the subject of a Permitted Transfer shall, upon the effectiveness of such Permitted Transfer, cease to be subject to this Voting Agreement. Notwithstanding anything to the contrary in this Section 2.1the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Stockholder Shares by Stockholder (i) if such Stockholder is an individual, (A) to any member of Stockholder’s immediate family or to a trust solely for the benefit of Stockholder or any member of Stockholder’s immediate family, (B) upon the death of Stockholder to Stockholder’s heirs or (C) to a charitable entity qualified as a 501(c)(3) organization under the Code or (ii) if Stockholder is not a natural person, to an Affiliate controlled by Stockholder or under common control with Stockholder, as applicable; provided, however, that in each case a transfer of Stockholder Shares, other than a transfer of the Non-Restricted Shares shall be permitted only 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 Parentthe Company, to be bound by all of the terms of this Voting Agreement as though such transferee were the “Stockholder” hereunder.