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

Prohibition on Transfers, Other Actions. Except as permitted by Section 4.3(b), the Stockholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest specifically therein, except to participate in the Merger; (ii) enter into any agreement, arrangement or understanding 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 the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could restrict 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.

Prohibition on Transfers, Other Actions. Except as permitted by Section 4.3(b), the Stockholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest specifically therein, except to participate in the Offer or the Merger; (ii) enter into any agreement, arrangement or understanding 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 the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could restrict 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.

Prohibition on Transfers, Other Actions. Except as permitted by Section 4.3(b)During the term of this Agreement, the each Stockholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest specifically thereintherein (including by tendering into a tender or exchange offer), except to participate in the Merger; unless such Transfer is a Permitted Transfer, (ii) subject to Section 4.3(b) below, enter into any agreement, arrangement or understanding 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 the Stockholder’s representations, warranties, covenants and obligations under this Agreement; , or (iii) knowingly take any action that could restrict 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 voidvoid ab initio.

Prohibition on Transfers, Other Actions. Except as permitted by Section 4.3(b)Until the Expiration Date, the Stockholder hereby agrees shall not to (ia) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest specifically therein, except to participate in the Mergertherein unless such Transfer is a Permitted Transfer; (iib) enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub)Person, 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 result in or give rise to a violation of or conflict with, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiic) take any action that could restrict 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 voidvoid ab initio.

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

Prohibition on Transfers, Other Actions. Except as permitted by Section 4.3(b), the The Stockholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest specifically therein, except to participate in the Mergertherein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub)Person, 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 result in or give rise to a violation of or conflict with, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could restrict 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.

Prohibition on Transfers, Other Actions. Except as permitted by Section 4.3(b)provided for in the Contribution Agreement, the each Stockholder hereby agrees not to (i) Transfer any of the such Stockholder’s Covered Shares, Beneficial Ownership thereof Shares or any other interest specifically therein, except to participate in the Merger; (ii) enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub)Person, or knowingly (based upon advice of counsel) take any other action, that violates or conflicts with the or would reasonably be expected to violate or conflict with, or 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 could restrict or otherwise affect the 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 void.

Prohibition on Transfers, Other Actions. Except as permitted by Section 4.3(b), the Each Stockholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest specifically therein, except to participate in the Mergertherein unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub)Person, or knowingly (based upon advice of counsel) take any other action, that violates or conflicts with the or would reasonably be expected to violate or conflict with, or 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 could restrict or otherwise affect the 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.

Prohibition on Transfers, Other Actions. Except as permitted by Section 4.3(b), the The Stockholder hereby agrees not to (ia) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest specifically therein, except to participate in the Mergertherein unless such Transfer is a Permitted Transfer; (iib) enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub)Person, 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 result in or give rise to a violation of or conflict with, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiic) take any action that could restrict or otherwise affect the 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.

Prohibition on Transfers, Other Actions. Except as permitted by Section 4.3(b)During the term of this Agreement, the each Stockholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest specifically thereintherein (including by tendering into a tender or exchange offer), except to participate in the Merger; unless such Transfer is a Permitted Transfer, (ii) enter into any agreement, arrangement or understanding 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 the Stockholder’s representations, warranties, covenants and obligations under this Agreement; , or (iii) knowingly take any action that could restrict 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 voidvoid ab initio.