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

Prohibition on Transfers, Other Actions. (a) Each Stockholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered Shares, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would 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 null and void.

Prohibition on Transfers, Other Actions. (a) Each Except as permitted by Section 4.3(b), the Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Shares, beneficial ownership Beneficial Ownership thereof or any other interest specifically therein, except to participate in the Merger; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person (other than Parent or Merger Sub), or knowingly (based upon advice of counsel) take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such with the Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would could restrict or otherwise affect such 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 null and void.

Prohibition on Transfers, Other Actions. Until the Expiration Date, the Stockholder shall not (a) Each Stockholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered Shares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer; (iib) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such the Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iiic) take any action that would could restrict or otherwise affect such 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 null and voidvoid ab initio.

Prohibition on Transfers, Other Actions. (a) Each Except as permitted by Section 4.3(b), the Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Shares, beneficial ownership Beneficial Ownership thereof or any other interest therein, except to participate in the Offer or the Merger; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person (other than Parent or Merger Sub), or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such with the Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would could restrict or otherwise affect such 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 null and void.

Prohibition on Transfers, Other Actions. (a) Each Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the such Stockholder’s Covered Shares, beneficial Beneficial Ownership or record ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would could reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) 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 Each Stockholder agrees that any Transfer in violation of this provision shall be null void and voidof no force or effect.

Prohibition on Transfers, Other Actions. (a) Each The Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Shares, beneficial ownership Beneficial Ownership thereof or any other interest therein, specifically therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such the Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would could restrict or otherwise affect such 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 null and void.

Prohibition on Transfers, Other Actions. (a) Each Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Shares, beneficial ownership Beneficial Ownership thereof or any other interest therein, ; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such Stockholder’s 's representations, warranties, covenants and obligations under this Agreement, or ; (iii) take any action that would could restrict or otherwise affect such Stockholder’s 's legal power, authority and right to comply with and perform his or its covenants and obligations under this Agreement; or (iv) permit the Covered Shares to become subject to any Lien. Any Transfer in violation of this provision shall be null and void.

Prohibition on Transfers, Other Actions. (a) Each The Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Shares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such the Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would restrict or otherwise affect such the Stockholder’s legal power, authority and right to comply with and perform its his covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be null and void.

Prohibition on Transfers, Other Actions. (a) Each From the date hereof through the Meeting Date, each Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Shares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer, (ii) enter into any agreement, arrangement or understandingunderstanding with any Person (other than TopCo and Sequential), or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such with the Stockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would reasonably be expected to restrict or otherwise adversely affect such 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 null and voidvoid ab initio.

Prohibition on Transfers, Other Actions. (a) Each During the term of this Agreement, each Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Shares, beneficial ownership Beneficial Ownership thereof or any other interest thereintherein (including by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer, (ii) subject to Section 4.03(b) below, enter into any agreement, arrangement or understandingunderstanding with any Person (other than Parent or Merger Sub), or knowingly take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such with the Stockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) knowingly take any action that would restrict or otherwise affect such 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 null and voidvoid ab initio.

Prohibition on Transfers, Other Actions. (a) Each Stockholder Shareholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered Shares, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such StockholderShareholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would restrict or otherwise affect such StockholderShareholder’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 null and void.

Prohibition on Transfers, Other Actions. (a) . Each Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the such Stockholder’s Covered Shares, beneficial ownership thereof Shares or any other interest thereintherein prior to the Record Date, unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) take any action that would restrict have a reasonable possibility of restricting or otherwise affect adversely affecting, in any material respect, such Stockholder’s legal power, authority and right to comply with and perform its such Stockholder’s covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be null and void.

Prohibition on Transfers, Other Actions. (a) Each The Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (ia) Transfer any of the Covered Shares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer; (iib) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such the Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iiic) 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 null and void.

Prohibition on Transfers, Other Actions. (a) Each Stockholder hereby agrees, except for a Permitted Transfer, agrees not to (i) Transfer any of the Covered Shares, beneficial ownership Beneficial Ownership thereof or any other interest therein, therein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with, with or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) 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 null and void.