Common use of Prohibition on Acquisition, Transfer, etc Clause in Contracts

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement, the Investor represents, covenants and agrees that from and after the date hereof until the Expiration Time, (i) it will not, and it will cause its Affiliates not to, (A) Transfer any of its Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any Additional Securities, unless such Transfer or acquisition (x) is a Permitted Transfer, or (y) has been approved in writing in advance by Topco and Parent, and in the case of clause (B), except upon the issuance, vesting, acceleration, exercise and/or settlement of any Company Options or other equity incentive awards under the Company Share Plan or any other equity incentive plan adopted by the Company, and (ii) it does not have any outstanding swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), and will not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), enter into any Derivative Transaction, without the prior written consent of Topco and Parent.

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement, the each Investor represents, covenants and agrees that from and after the date hereof until the Expiration Time, (i) it will not, and it will cause its Affiliates not to, (A) Transfer any of its Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any Additional Securities, unless such Transfer or acquisition (x) is a Permitted Transfer, or (y) has been approved in writing in advance by Topco and Parent, or (z) is an ESOP Transfer and in the case of clause (B), except upon the issuance, vesting, acceleration, exercise and/or settlement of any Company Options or other equity incentive awards under the Company Share Plan or any other equity incentive plan adopted by the Company, and (ii) it does not have any outstanding swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), and will not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), enter into any Derivative Transaction, without the prior written consent of Topco and Parent.

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement, the Investor represents, covenants and agrees that from and after the date hereof until the Expiration Time, (i) it he will not, and it he will cause its his Affiliates not to, (A) Transfer any of its his Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any Additional Securities, unless such Transfer or acquisition (x) is a Permitted Transfer, or (y) has been approved in writing in advance by Topco and Parent, and in the case of clause (B), except upon the issuance, vesting, acceleration, exercise and/or settlement of any Company Options or other equity incentive awards under the Company Share Plan or any other equity incentive plan adopted by the Company, and (ii) it he does not have any outstanding swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), and will not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), enter into any Derivative Transaction, without the prior written consent of Topco and Parent.