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 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 its 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, 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 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 Stockholder herein untrue or incorrect.

No Transfers; No Inconsistent Arrangements. (a) Except as provided hereunder or under the Merger Definitive Agreement, such Stockholder the Stockholders 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 its Subject Shares, their Insider Shares or any interest therein, or create or permit to exist any Lienlien or other encumbrance, other than any restrictions imposed by applicable Law legal requirements or pursuant to this Agreement, on any such Subject Insider 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 agreements or commitments (written or oral) with respect to any transfer of such Subject Insider 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 Insider Shares, (iv) deposit or permit the deposit of such Subject Insider Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares Insider 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 the Stockholder herein untrue or incorrect.