Common use of Prohibition on Transfers, Other Actions Clause in Contracts

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each Stockholder agrees that it shall not Transfer Beneficial Ownership of any of the Covered Stockholder Shares (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (i) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (ii) take any action that would restrict such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. (a) Until the earlier of the receipt of the Target Stockholder Approval or the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each the Stockholder hereby agrees that it shall not to (i) Transfer Beneficial Ownership of any of the Covered Stockholder Shares (including Shares, Beneficial Ownership thereof or any voting power with respect thereto) other interest specifically therein unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding Contract with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, take any action that would could restrict such or otherwise affect the Stockholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him, her or it, or otherwise comply with and perform his, her or its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each void. (b) The Stockholder understands and agrees not that if the Stockholder attempts to request that Transfer, vote or provide any other Person with the Company or its transfer agent register the Transfer (book-entry or otherwise) of authority to vote any of the Covered Shares other than in compliance with this Agreement, Target shall not, and the Stockholder hereby unconditionally and irrevocably instructs Target to not (i) permit such Transfer on its books and records, (ii) issue a new certificate representing any of the Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, or (iii) record such vote unless such Transfer is a Permitted Transfer or is otherwise contemplated by and until the Stockholder shall have complied with the terms of this Agreement.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this AgreementExpiration Time, each Stockholder (severally and not jointly) agrees that it shall not (a) Transfer Beneficial Ownership or permit the Transfer of any of the such Stockholder’s Covered Stockholder Shares (including Shares, Beneficial Ownership thereof or any voting power with respect thereto) other interest therein unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the such Stockholder’s representations, warranties, covenants and obligations under this Agreement; Agreement or (iic) take any action that would could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Until the Expiration Time, each Stockholder agrees (severally and not to jointly) (i) shall not request that the Company Parent or its transfer agent register the Transfer transfer (book-entry or otherwise) of any of its such Stockholder’s Covered Stockholder Shares or any certificate in violation of this provision respect thereof and (ii) hereby consents to the entry of stop transfer instructions by the Company Parent of any Transfer transfer of its such Stockholder’s Covered Stockholder Shares, unless unless, in each case, such Transfer transfer is a Permitted Transfer or is otherwise contemplated by this AgreementTransfer.

Prohibition on Transfers, Other Actions. Until the termination earlier of this the Expiration Date and the date on which the Merger Agreement in accordance with Section 6.01, except as otherwise contemplated is adopted by this Agreementthe stockholders of the Company, each Stockholder (severally and not jointly) agrees that it shall not (a) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares (including any voting power with respect thereto) other interest therein unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ib) enter into any agreement, arrangement or understanding agreement with any Person, or take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, the conflicts with such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iic) take any action that would restrict or otherwise affect such Stockholder’s legal power, authority and right or its ability to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Until the earlier of the Expiration Date and the date on which the Merger Agreement is adopted by the stockholders of the Company, each Stockholder agrees (severally and not to jointly) shall not request that the Company or its transfer agent register the Transfer transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of its such Stockholder’s Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer transfer of its such Stockholder’s Covered Stockholder Shares, unless such Transfer transfer is a Permitted Transfer or is otherwise contemplated by this AgreementTransfer.

Prohibition on Transfers, Other Actions. (a) Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement5.01, each Stockholder agrees that it shall not Transfer any of its Covered Stockholder Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares (including any voting power with respect thereto) other interest therein unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. . Each Stockholder agrees that it shall not, and shall not permit any of its Affiliate to, (i) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (ii) take any action that would could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Neither such Stockholder agrees not to nor any of its Affiliates shall request that the Company or its transfer agent register the Transfer transfer (book-entry or otherwise) of any of its the Covered Stockholder Shares in violation of this provision and such Stockholder hereby consents consents, and shall cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any Transfer transfer of its the Covered Stockholder Shares, unless such Transfer transfer is a Permitted Transfer Transfer. (b) Each Stockholder shall cause its controlled Affiliates to be bound by the applicable terms of this Agreement as if they were parties hereto, including Section 4.01 and Section 4.05, and shall take the necessary steps to inform its Affiliates, and its and its Affiliates’ Representatives of the obligations undertaken pursuant to this Agreement. Any violation of this Agreement by any of a Stockholder’s controlled Affiliates or is otherwise contemplated a Stockholder’s or its controlled Affiliates’ Representatives shall be deemed to be a violation by such Stockholder of this Agreement.

Prohibition on Transfers, Other Actions. Until Prior to the termination of this Agreement in accordance with Section 6.01Agreement, except as otherwise contemplated by this Agreementprovided herein (including pursuant to Section 1.01 and Section 2.01) or as permitted pursuant to the prior written consent of Parent, each Stockholder hereby agrees that it shall not to (i) Transfer any of its or his Covered Shares, Beneficial Ownership of thereof or any other interest therein, except to any member of the Covered Stockholder’s immediate family, or to a trust for the benefit of Stockholder Shares or any member of the Stockholder’s immediate family, or upon the death of the Stockholder (including provided that any voting power with respect thereto) unless such Transfer is a Permitted Transfer; providedtransfer shall be permitted only if, that prior to and as a condition precondition to the effectiveness of any such Permitted Transfertransfer, the transferee executes and delivers agrees in writing to Parent a joinder be bound by all of the terms of this Agreement); (ii) grant any proxies or enter into any voting trust, power of attorney or other Contract with respect to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not voting of any Covered Shares; (iiii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiv) take any action that would could materially restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its or his covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initiovoid. Each Except as specifically permitted by Section 5.03, each Stockholder also agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of engage in any transaction with respect to any of its the Covered Stockholder Shares in violation with the purpose or effect of this provision and hereby consents to depriving Parent of the entry intended benefits of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this AgreementExpiration Date, each Stockholder (severally and not jointly) agrees that it shall not (a) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares (including any voting power with respect thereto) other interest therein unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iic) take any action that would could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees (severally and not to jointly) shall not request that the Company or its transfer agent register the Transfer transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of its such Stockholder’s Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer transfer of its Covered Stockholder Sharessuch Stockholder’s Existing Shares (and any other Shares that are beneficially owned by such Stockholder), unless such Transfer transfer is a Permitted Transfer or is otherwise contemplated by made in compliance with this Agreement.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement6.1, each Stockholder Principal Holder, solely with respect to itself, agrees that it shall not (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any (ii) such Permitted Transfer, the transferee Transferee executes and delivers to Parent a joinder written agreement, in form and substance reasonably acceptable to Parent, to assume all of such Principal Holder’s obligations hereunder in respect of the Covered Shares, Beneficial Ownership or other interest subject to such Transfer and to be bound by the terms of this Agreement Agreement, with respect to the Covered Shares, Beneficial Ownership or other interest subject to such Transfer, to the same extent as such Principal Holder is bound hereunder and to make each of the representations and warranties hereunder in respect of the form attached hereto Covered Shares, Beneficial Ownership or other interest subject to such Transfer as Exhibit B. Each Stockholder agrees that it such Principal Holder shall not have made hereunder or (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that (i) violates or conflicts with or would reasonably be expected to violate, violate or result in or give rise to a violation of, the Stockholderconflict with such Principal Holder’s representations, warranties, covenants and obligations under this Agreement; Agreement or (ii) take any action that impairs or would restrict reasonably be expected to impair the ability of such Stockholder’s legal power, authority and right Principal Holder to comply with and perform its covenants and obligations under this Agreementhereunder or to consummate the transactions contemplated hereby. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until During the termination term of this Agreement in accordance with Section 6.01, except as otherwise contemplated by this Agreement, each Stockholder agrees that it shall Shareholder hereby agrees, as to itself only, without the prior written consent of Parent, not to (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer; provided, that prior (b) grant any proxy or power of attorney with respect to and as any of the Covered Shares or deposit any of the Covered Shares into a condition voting trust or enter into a voting agreement, voting trust or other voting arrangement with respect to the effectiveness of any such Permitted TransferCovered Shares, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ic) enter into any agreement, arrangement or understanding with any Person, or take any other action, action that violates would or would reasonably be expected to violate, restrict or result in or give rise to a violation of, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (ii) take any action that would restrict otherwise adversely affect such StockholderShareholder’s legal power, authority and right to comply with and perform, or impair or materially delay such Shareholder’s ability to perform its covenants and obligations under this Agreement, or (d) commit or agree (whether or not in writing) to take any of the actions prohibited by the foregoing clause (a), (b) or (c). Any Transfer or other action in violation of this provision shall be void ab initio. Each Stockholder agrees not to request It is hereby clarified that the Company or its transfer agent register the if any involuntary Transfer (book-entry or otherwise) of any of its the Covered Stockholder Shares shall occur (such as in violation the case of this provision appointment of a receiver to Shareholder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and hereby consents any and all subsequent transferees of the initial transferee) shall, to the entry fullest extent permitted by Applicable Law, take and hold such Covered Shares subject to all of stop transfer instructions by the Company restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until the termination earlier of this the Expiration Date and the date on which the Merger Agreement in accordance with Section 6.01is adopted by the Stockholders of the Company, except as otherwise contemplated by this Agreement, each Stockholder agrees that it shall not (a) Transfer any of Stockholder’s Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares (including any voting power with respect thereto) other interest therein unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (ib) enter into any agreement, arrangement or understanding agreement with any Person, or take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, the conflicts with Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iic) take any action that would restrict such or otherwise affect Stockholder’s legal power, authority and right or its ability to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Until the earlier of the Expiration Date and the date on which the Merger Agreement is adopted by the stockholders of the Company, Stockholder agrees shall not to request that the Company or its transfer agent register the Transfer transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of its Stockholder’s Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer transfer of its Stockholder’s Covered Stockholder Shares, unless such Transfer transfer is a Permitted Transfer or is otherwise contemplated by this AgreementTransfer.

Prohibition on Transfers, Other Actions. Until the earlier of the Closing Date, the termination of this Agreement in accordance with Section 6.01and the Stock Purchase Agreement Termination Date, except as otherwise contemplated by this Agreement, each the Stockholder agrees that it shall not (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any (ii) such Permitted Transfer, the transferee Transferee executes and delivers to Parent Purchaser a joinder written agreement, in form and substance acceptable to Purchaser, to assume all of the Stockholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement Agreement, with respect to the securities subject to such Transfer, to the same extent as the Stockholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the form attached hereto securities Transferred as Exhibit B. Each the Stockholder agrees that it shall not have made hereunder, (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; Agreement or (iic) knowingly take any action or cause the taking of any other action that would restrict such restricts the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until the termination earlier of this the Closing Date and the Stock Purchase Agreement in accordance with Section 6.01Termination Date, except as otherwise contemplated by this Agreement, each the Stockholder agrees that it shall not (a) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any (ii) such Permitted Transfer, the transferee Transferee executes and delivers to Parent Purchaser a joinder written agreement, in form and substance acceptable to Purchaser, to assume all of the Stockholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement Agreement, with respect to the securities subject to such Transfer, to the same extent as the Stockholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the form attached hereto securities Transferred as Exhibit B. Each the Stockholder agrees that it shall not have made hereunder, (ib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; Agreement or (iic) knowingly take any action or cause the taking of any other action that would restrict such restricts the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Stockholder agrees not to request that the Company or its transfer agent register the Transfer (book-entry or otherwise) of any of its Covered Stockholder Shares in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until From the date hereof until the termination of this Agreement in accordance with pursuant to Section 6.01, except as otherwise contemplated by this Agreement5.1 hereof, each Stockholder hereby agrees that it shall not to (i) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) by tendering into a tender or exchange offer), unless such Transfer is made (A) with Parent’s prior written consent [(B) pursuant to a Permitted Transfer; providedsale of any Covered Shares in the open market], or ([C]) to members of such Stockholder’s immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or upon the death of such Stockholder, provided that prior to and a Transfer referenced in this sub-clause (C) shall be permitted only if, as a condition precondition to the effectiveness of any such Permitted Transfer, the transferee executes agrees in a writing, reasonably satisfactory in form and delivers substance to Parent a joinder Parent, to be bound by all of the provisions of this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not Agreement, (iii) enter into any agreement, arrangement or understanding with any PersonPerson (other than Parent or Merger Sub), or knowingly take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, the conflicts with such Stockholder’s representations, warranties, covenants and obligations under this Agreement; , or (iiiii) knowingly take any action that would could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform his, her or its covenants and obligations under this Agreement. Any No Transfer of any Covered Shares in violation of this Section 4.1 shall be made or recorded on the books of the Company and any Transfer in violation of this provision shall be void ab initio. Each During the term of this Agreement, Stockholder agrees not to request that shall promptly notify the Company and Parent if Stockholder is approached or its transfer agent register the Transfer (book-entry solicited, directly or otherwise) of any of its Covered Stockholder Shares indirectly, in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company respect of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated and shall provide Parent with all material information relating thereto as reasonably requested by this AgreementParent.

Prohibition on Transfers, Other Actions. Until the termination of this Agreement in accordance with Section 6.01‎Section 5.01, except as otherwise contemplated by this Agreement, each the Stockholder agrees that it shall not Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each . The Stockholder agrees that it shall not, and shall not permit any Affiliate to, (i) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (ii) take any action that would could restrict such or otherwise affect the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each Neither the Stockholder agrees not to nor any of its Affiliates shall request that the Company or its transfer agent register the Transfer transfer (book-entry or otherwise) of any of its the Covered Stockholder Shares in violation of this provision and the Stockholder hereby consents consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any Transfer transfer of its the Covered Stockholder Shares, unless such Transfer transfer is a Permitted Transfer or is otherwise contemplated by this AgreementTransfer.

Prohibition on Transfers, Other Actions. Until From the date hereof until the termination of this Agreement in accordance with pursuant to Section 6.01, except as otherwise contemplated by this Agreement5.1 hereof, each Stockholder hereby agrees that it shall not to (i) Transfer Beneficial Ownership of any of the Covered Stockholder Shares Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) by tendering into a tender or exchange offer), unless such Transfer is made (A) with Buyer’s prior written consent, or (B) to such Stockholder’s spouse or children (“Immediate Family”), or to a Permitted Transfer; providedtrust for the benefit of such Stockholder or any member of such Stockholder’s Immediate Family, or upon the death of such Stockholder, provided that prior to and a Transfer referenced in this sub-clause (B) shall be permitted only if, as a condition precondition to the effectiveness of any such Permitted Transfer, the transferee executes agrees in a writing, reasonably satisfactory in form and delivers substance to Parent a joinder Buyer, to be bound by all of the provisions of this Agreement in the form attached hereto as Exhibit B. Each a Stockholder agrees that it shall not hereunder, (iii) enter into any agreement, arrangement or understanding with any PersonPerson (other than Buyer), or knowingly take any other action, that violates or would reasonably be expected to violate, or result in or give rise to a violation of, the conflicts with such Stockholder’s representations, warranties, covenants and obligations under this Agreement; , or (iiiii) take any action that would could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform his, her or its covenants and obligations under this Agreement. Any No Transfer of any Covered Shares in violation of this Section 4.1 shall be made or recorded on the books of the Company and any Transfer in violation of this provision shall be void ab initio. Each During the term of this Agreement, Stockholder agrees not to request that shall promptly notify the Company and Buyer if Stockholder is approached or its transfer agent register the Transfer (book-entry solicited, directly or otherwise) of any of its Covered Stockholder Shares indirectly, in violation of this provision and hereby consents to the entry of stop transfer instructions by the Company respect of any Transfer of its Covered Stockholder Shares, unless such Transfer is a Permitted Transfer or is otherwise contemplated and shall provide Buyer with all material information relating thereto as reasonably requested by this AgreementBuyer.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 6.015.01, except as otherwise contemplated by this Agreement, each the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership of thereof or any of the Covered Stockholder Shares other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violateviolate or conflict with, or result in or give rise to a violation ofof or conflict with, the such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that would could reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. Each The Stockholder agrees shall not to request that the Company or its transfer agent register the Transfer transfer (book-book- entry or otherwise) of any Certificate representing any of its such Stockholder’s Covered Stockholder Shares save for any Permitted Transfer. Notwithstanding anything in violation of this provision and hereby consents Agreement to the entry contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of stop transfer instructions by the Company date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder agrees that there are no terms of any Transfer of its Covered such pledge or security interest that will prevent or impair such Stockholder Sharesfrom complying with any obligation, unless such Transfer is a Permitted Transfer agreement or is otherwise contemplated by this Agreementcovenant set forth herein.