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.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger AgreementAgreement (including pursuant to either the Offer or the Merger), 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 its Subject Shares Shares, or any interest therein, or create, agree to 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, (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, agree to take or 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 herein untrue or incorrect.

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 such Stockholder’s Subject Shares or any interest thereintherein (except where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any LienLien that would prevent such Stockholder from tendering its Subject Shares in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by Applicable applicable Law or pursuant to this Agreement, on any such Subject Shares, (ii) enter into any Contract contracts inconsistent with the terms hereof 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 SharesShares relating to the subject matter hereof, (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 incorrecthereby.

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.

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 such Stockholder’s Subject Shares or any interest thereintherein (except where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any Lienlien that would prevent such Stockholder from tendering his or its Subject Shares in accordance with this Agreement or from complying with his or its other obligations under this Agreement, other than any restrictions imposed by Applicable applicable Law or pursuant to this Agreement, on any such Subject Shares, (ii) enter into any Contract contracts inconsistent with the terms hereof 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 SharesShares relating to the subject matter hereof, (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 his or its obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of each Shareholder herein untrue or incorrecthereby.

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 such Stockholder's Subject Shares or any interest thereintherein (except where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any LienLien that would prevent such Stockholder from tendering its Subject Shares in accordance with this Agreement or from complying with its other obligations under this Agreement, other than any restrictions imposed by Applicable applicable Law or pursuant to this Agreement, on any such Subject Shares, (ii) enter into any Contract contracts inconsistent with the terms hereof 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 SharesShares relating to the subject matter hereof, (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 incorrecthereby.

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.

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.