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

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of his or her Subject Shares or any interest therein, or create or permit to exist any Lien, other than any restrictions imposed by Applicable Law or pursuant to this Agreement, on any such Subject Shares, (ii) enter into any Contract with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder herein untrue or incorrect. (b) Any attempted transfer of Subject Shares or any interest therein in violation of this Section 3.03 shall be null and void. In furtherance of this Agreement, such Shareholder shall and hereby does authorize the Company and Merger Subsidiary’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her Subject Shares (and that this Agreement places limits on the voting and transfer of his or her Subject Shares); provided that any such stop transfer restriction shall terminate upon the termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Company’s transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreementhereunder, such Shareholder shall noteach Stockholder agrees not to, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to, agree to or permit any such transfer of, any or all of his or her the Subject Shares or any interest thereintherein (except for a transfer for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any LienLiens, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”) that would prevent such Stockholder from voting the Subject Shares in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by Applicable Law or pursuant to this Agreement, applicable law on any such Subject Shares, ; (ii) enter into any Contract contract, option or other agreement, arrangement or understanding inconsistent with the terms of this Agreement with respect to any transfer of such Subject Shares or any interest therein, ; (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such the Subject Shares, Shares relating to the subject matter hereof; (iv) deposit or permit the deposit of such the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such the Subject Shares, ; or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby (any of the actions set forth in clauses (i) through (v) above, and any conversion, exchange or otherwise make any representation or warranty other disposition of each Shareholder herein untrue or incorrect. (b) Any attempted transfer of the Subject Shares or any interest therein in a transaction related to an Acquisition Proposal being referred to in this Agreement as a “Transfer”). Any action taken in violation of this Section 3.03 the foregoing sentence shall be null and voidvoid ab initio. In furtherance To the extent the a Stockholder’s Subject Shares are represented by certificates, such Stockholder shall make available to Xxxxx such certificates in order for Xxxxx to xxxx such certificates with legends required by the DGCL regarding the foregoing Transfer restrictions. If any involuntary Transfer of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement, such Shareholder shall and hereby does authorize the Company and Merger Subsidiary’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her Subject Shares (and that this Agreement places limits on the voting and transfer of his or her Subject Shares); provided that any such stop transfer restriction shall terminate upon the termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Company’s transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder Stockholder shall not, directly or indirectly, (i) transfer (which term shall include any saletransfer, assignmentsell, assign, gift, pledge, hypothecation hedge, hypothecate or other dispositionotherwise dispose (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer) of or entering into of any derivative instrument with respect to such Subject Shares (collectively, “Transfer”), or consent to or permit any such transfer Transfer of, any or all of his or her its Subject Shares Shares, or any interest therein, or (ii) create, agree to create or voluntarily permit to exist any LienEncumbrance, other than any restrictions imposed by Applicable Law or pursuant to this AgreementPermitted Encumbrances, on any such Subject Shares, (iiiii) enter into any Contract with respect to any transfer of such Subject Shares or any interest therein, (iiiiv) grant or permit the grant of any proxy, power of attorney or other authorization or consent in or with respect to such Subject Shares, (ivv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (vvi) take, agree to take or voluntarily permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder under this Agreement or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder Stockholder herein untrue or incorrect. Notwithstanding the foregoing, such Stockholder may make transfers of Subject Shares by will or by operation of law, in which case the Subject Shares shall continue to be bound by this Agreement and provided that each transferee agrees in writing to be bound by the terms and conditions of this Agreement. If any involuntary transfer of any of such Stockholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 4.1 shall be null and void. In furtherance of this Agreement, such Shareholder Stockholder shall and hereby does authorize the Company and Merger Subsidiary’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her its Subject Shares (and that this Agreement places limits on the voting and transfer of his or her its Subject Shares)) pursuant to the terms of this Agreement; provided provided, that any such stop transfer restriction shall terminate automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with its terms Section 5.3 and, upon such event, Parent and the Company shall promptly notify the Company’s transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder the Securityholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of his or her Subject Shares Shares, or any interest therein, or create or permit to exist any Lien, other than any restrictions imposed by Applicable Law or pursuant to this Agreement, Encumbrance on any such Subject Shares, (ii) enter into any Contract contract, agreement, arrangement or understanding with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its his obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder the Securityholder herein untrue or incorrect. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 4.03 shall be null and void. In furtherance of this Agreement, such Shareholder the Securityholder shall and hereby does authorize the Company and Merger SubsidiaryPurchaser’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her Subject Shares (and that this Agreement places limits on the voting and transfer of his or her Subject Shares); provided that any such stop transfer restriction shall terminate automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Company’s transfer agent of such terminationSection 5.03 hereof.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder Stockholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of his or her its Subject Shares Shares, or any interest therein, or create or permit to exist any Lien, other than any restrictions imposed by Applicable Law applicable law or pursuant to this Agreement, on any such Subject Shares, other than a transfer to a charitable organization or a trust for the benefit of the Stockholder or relatives thereof where such charitable organization or trustee of such trust has agreed in writing with Parent to be bound by the terms and conditions of this Agreement prior to such transfer, (ii) enter into any Contract contract with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder Stockholder herein untrue or incorrect. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 4.3 shall be null and void. In furtherance of this Agreement, such Shareholder Stockholder shall and hereby does authorize the Company and Merger Subsidiary’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her its Subject Shares (and that this Agreement places limits on the voting and transfer of his or her its Subject Shares); provided that any such stop transfer restriction shall terminate automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with its terms Section 5.3 and, upon such event, Parent and the Company shall promptly notify the Company’s transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder Stockholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of his or her its Subject Shares Shares, or any interest therein, or create or permit to exist any Lien, other than any restrictions imposed by Applicable applicable Law or pursuant to this Agreement, on any such Subject Shares, other than a transfer to a charitable organization or a trust for the benefit of the Stockholder or relatives thereof where such charitable organization or trustee of such trust has agreed in writing with the Parent to be bound by the terms and conditions of this Agreement prior to such transfer, (ii) enter into any Contract with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder Stockholder herein untrue or incorrect. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 4.3 shall be null and void. In furtherance of this Agreement, such Shareholder Stockholder shall and hereby does authorize the Company and Merger Subsidiary’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her its Subject Shares (and that this Agreement places limits on the voting and transfer of his or her its Subject Shares); provided that any such stop transfer restriction shall terminate automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with its terms Section 5.3 and, upon such event, Parent and the Company shall promptly notify the Company’s transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder Securityholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of his or her its Subject Shares Shares, or any interest therein, or create or permit to exist any Lien, other than any restrictions imposed by Applicable Law or pursuant to this Agreement, on any such Subject Shares, (ii) enter into any Contract with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder Securityholder herein untrue or incorrect. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 shall be null and void. In furtherance of this Agreement, such Shareholder Securityholder shall and hereby does authorize the Company and Merger Subsidiary’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her its Subject Shares (and that this Agreement places limits on the voting and transfer of his or her its Subject Shares); provided that any such stop transfer restriction shall terminate automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with its terms Section 5.03 and, upon such event, Parent or the Company shall promptly notify the Company’s transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder Securityholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of his or her Subject Shares Shares, or any interest therein, or create or permit to exist any Lien, other than any restrictions imposed by Applicable Law or pursuant to this Agreement, Encumbrance on any such Subject Shares, (ii) enter into any Contract contract, agreement, arrangement or understanding with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its his obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder Securityholder herein untrue or incorrect. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 4.03 shall be null and void. In furtherance of this Agreement, such Shareholder Securityholder shall and hereby does authorize the Company and Merger Subsidiary’s Purchaser's counsel to notify the Company’s 's transfer agent that there is a stop transfer restriction with respect to all of his or her Subject Shares (and that this Agreement places limits on the voting and transfer of his or her Subject Shares); provided that any such stop transfer restriction shall terminate automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Company’s transfer agent of such terminationSection 5.03.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such from the date hereof until this Agreement is terminated in accordance with Section 5.03, no Shareholder shall notshall, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of its, his or her Subject Shares Shares, or any interest therein, or create or permit to exist any Lien, other than any restrictions imposed by Applicable Law or pursuant to this Agreement, Lien on any such Subject Shares, (ii) enter into any Contract contract, agreement, arrangement or understanding with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its such Shareholder’s obligations hereunder or the transactions contemplated hereby or otherwise would make any representation or warranty of each such Shareholder contained herein untrue or incorrect. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 4.03 shall be null and void. In furtherance of this Agreement, such each Shareholder shall and hereby does authorize the Company and Merger SubsidiarySub’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of its, his or her Subject Shares (and that this Agreement places limits on the voting and transfer of its, his or her Subject Shares); provided provided, however, that any such stop transfer restriction shall terminate automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Company’s transfer agent of such terminationSection 5.03.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder Stockholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of his or her its Subject Shares Shares, or any interest therein, or create or permit to exist any Lien, other than any restrictions imposed by Applicable Law applicable law or pursuant to this Agreement, on any such Subject Shares, other than a transfer to a charitable organization or a trust for the benefit of the Stockholder or relatives thereof where such charitable organization or trustee of such trust has agreed in writing with Parent to be bound by the terms and conditions of this Agreement prior to such transfer, (ii) enter into any Contract contract with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder Stockholder herein untrue or incorrect. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 4.3 shall be null and void. In furtherance of this Agreement, such Shareholder Stockholder shall and hereby does authorize the Company and Merger Subsidiary’s counsel to notify the Company’s 's transfer agent that there is a stop transfer restriction with respect to all of his or her its Subject Shares (and that this Agreement places limits on the voting and transfer of his or her its Subject Shares); provided PROVIDED that any such stop transfer restriction shall terminate automatically, without any notice or other action by any person, upon the termination of this Agreement in accordance with its terms Section 5.3 and, upon such event, Parent and the Company shall promptly notify the Company’s 's transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder Stockholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of his or her Subject Shares Shares, or any interest therein, or create or permit to exist any LienEncumbrance, other than any restrictions imposed by Applicable Law or pursuant to this Agreement, on any such Subject Shares, (ii) enter into any Contract contract, agreement or understanding with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its his or her obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder Stockholder herein untrue or incorrect. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 shall be null and void. In furtherance of this Agreement, such Shareholder Stockholder shall and hereby does authorize the Company and Merger SubsidiarySub’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her Subject Shares (and that this Agreement places limits on the voting and transfer of his or her Subject Shares); provided that any such stop transfer restriction shall terminate automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with its terms Section 4.03 and, upon such event, Parent or the Company shall promptly notify the Company’s transfer agent of such termination.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder Securityholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of his or her Subject Shares Shares, or any interest therein, or create or permit to exist any Lien, other than any restrictions imposed by Applicable Law or pursuant to this Agreement, Encumbrance on any such Subject Shares, (ii) enter into any Contract contract, agreement, arrangement or understanding with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its his or her obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder Securityholder herein untrue or incorrect. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 4.03 shall be null and void. In furtherance of this Agreement, such Shareholder Securityholder shall and hereby does authorize the Company and Merger SubsidiaryPurchaser’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her Subject Shares (and that this Agreement places limits on the voting and transfer of his or her Subject Shares); provided that any such stop transfer restriction shall terminate automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Company’s transfer agent of such terminationSection 5.03 hereof.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Agreement, such Shareholder Securityholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of his or her Subject Shares Shares, or any interest therein, or create or permit to exist any Lien, other than any restrictions imposed by Applicable Law or pursuant to this Agreement, Encumbrance on any such Subject Shares, (ii) enter into any Contract contract, agreement, arrangement or understanding with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of its his or her obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder Securityholder herein untrue or incorrect. (b) Any attempted transfer of Subject Shares Shares, or any interest therein therein, in violation of this Section 3.03 4.03 shall be null and void. In furtherance of this Agreement, such Shareholder Securityholder shall and hereby does authorize the Company and Merger SubsidiaryPurchaser’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of his or her Subject Shares (and that this Agreement places limits on the voting and transfer of his or her Subject Shares); provided that any such stop transfer restriction shall terminate automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with its terms and, upon such event, Parent shall notify the Company’s transfer agent of such terminationSection 5.03 hereof. 4.04. [Intentionally omitted.]