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

Prohibition on Transfers, Other Actions. (a) Until the termination of this Agreement in accordance with Section 5.01, each Shareholder agrees that it shall not Transfer any of the Covered Shareholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Shareholder 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 violate or conflict with, or result in or give rise to a violation of or conflict with, such Shareholder’s representations, warranties, covenants and obligations under this Agreement or (ii) take any action that could restrict or otherwise affect such Shareholder’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. Neither a Shareholder nor any of its Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of the Covered Shareholder Shares and each Shareholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Shareholder Shares, unless such transfer is a Permitted Transfer.

Prohibition on Transfers, Other Actions. (a) Until the termination of this Agreement in accordance with Section 5.01Expiration Date, each Shareholder Stockholder (severally and not jointly) agrees that it shall not (a) Transfer any of the such Stockholder’s Covered Shareholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Shareholder agrees that it shall not, and shall not permit any Affiliate to, ; (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 violate or conflict with, or result in or give rise to a violation of or conflict with, such ShareholderStockholder’s representations, warranties, covenants and obligations under this Agreement Agreement; or (iic) take any action that could restrict or otherwise affect such ShareholderStockholder’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. Neither a Shareholder nor any of its Affiliates Each Stockholder (severally and not jointly) shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the such Stockholder’s Covered Shareholder Shares and each Shareholder hereby consents, and will cause its Affiliates to consent, consents to the entry of stop transfer instructions by the Company of any transfer of the Covered Shareholder Sharessuch Stockholder’s Existing Shares (and any other Shares that are beneficially owned by such Stockholder), unless such transfer is a Permitted Transfermade in compliance with this Agreement.

Prohibition on Transfers, Other Actions. Until the earlier of (a) Until receipt of the Company Stockholder Approval and (b) termination of this Agreement in accordance with Section 5.015.1, each Shareholder the Stockholder agrees that it shall not (i) Transfer any of the such Stockholder’s Covered Shareholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Shareholder agrees that it shall not, and shall not permit any Affiliate to, ; (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 violate or conflict with, or result in or give rise to a violation of or conflict with, such ShareholderStockholder’s representations, warranties, covenants and obligations under this Agreement Agreement; or (iiiii) take any action that could would reasonably be expected to restrict or otherwise affect such ShareholderStockholder’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. Neither a Shareholder nor any of its Affiliates The Stockholder shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate or Book-Entry Shares representing any of the such Stockholder’s Covered Shareholder Shares and each Shareholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of save for any transfer of the Covered Shareholder Shares, unless such transfer is a Permitted Transfer.

Prohibition on Transfers, Other Actions. (a) Until the termination earlier of this the Expiration Date and the date on which the Merger Agreement in accordance with Section 5.01is adopted by the stockholders of the Company, each Shareholder Stockholder (severally and not jointly) agrees that it shall not (a) Transfer any of the such Stockholder’s Covered Shareholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Shareholder agrees that it shall not, and shall not permit any Affiliate to, ; (ib) enter into any agreement, arrangement or understanding agreement with any Person, or 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, such ShareholderStockholder’s representations, warranties, covenants and obligations under this Agreement Agreement; or (iic) take any action that could would restrict or otherwise affect such ShareholderStockholder’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. Neither a Shareholder nor any Until the earlier of its Affiliates the Expiration Date and the date on which the Merger Agreement is adopted by the stockholders of the Company, each Stockholder (severally and not jointly) shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the such Stockholder’s Covered Shareholder Shares and each Shareholder hereby consents, and will cause its Affiliates to consent, consents to the entry of stop transfer instructions by the Company of any transfer of the such Stockholder’s Covered Shareholder Shares, unless such transfer is a Permitted Transfer.

Prohibition on Transfers, Other Actions. (a) Until Prior to the termination of this Agreement in accordance with Agreement, except as otherwise provided herein (including pursuant to Section 5.011.01 and Section 2.01) or as permitted pursuant to the prior written consent of Parent, each Shareholder Stockholder hereby agrees that it shall not to (i) Transfer any of the its or his Covered Shareholder Shares, Beneficial Ownership thereof or any other interest therein therein, except to any member of the Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of the Stockholder’s immediate family, or upon the death of the Stockholder (including provided that any such transfer shall be permitted only if, as a precondition to such transfer, the transferee agrees in writing to 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 thereto) unless such Transfer is a Permitted Transfer. Each Shareholder agrees that it shall not, and shall not permit to the voting of any Affiliate to, 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 violate or conflict with, or result in or give rise to a violation of or conflict with, such ShareholderStockholder’s representations, warranties, covenants and obligations under this Agreement Agreement; or (iiiv) take any action that could materially restrict or otherwise affect such ShareholderStockholder’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. Neither a Shareholder nor Except as specifically permitted by Section 5.03, each Stockholder also agrees not to engage in any of its Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of transaction with respect to any of the Covered Shareholder Shares and each Shareholder hereby consents, and will cause its Affiliates to consent, to with the entry purpose or effect of stop transfer instructions by the Company of any transfer depriving Parent of the Covered Shareholder Shares, unless such transfer is a Permitted Transferintended benefits of this Agreement.

Prohibition on Transfers, Other Actions. (a) Until the termination of this Agreement in accordance with Section 5.01, each Shareholder Stockholder agrees that it shall not Transfer any of the its Covered Shareholder Stockholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Shareholder 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 violate or conflict with, or result in or give rise to a violation of or conflict with, such ShareholderStockholder’s representations, warranties, covenants and obligations under this Agreement Agreement; or (ii) take any action that could restrict or otherwise affect such ShareholderStockholder’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. Neither a Shareholder such Stockholder nor any of its Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of the Covered Shareholder Stockholder Shares and each Shareholder such Stockholder hereby consents, and will shall cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Shareholder Stockholder Shares, unless such transfer is a Permitted Transfer.

Prohibition on Transfers, Other Actions. (a) Until the termination of this Agreement in accordance with Section ‎Section 5.01, each Shareholder the Stockholder agrees that it shall not Transfer any of the Covered Shareholder Stockholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Shareholder 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 violate or conflict with, or result in or give rise to a violation of or conflict with, such Shareholderthe Stockholder’s representations, warranties, covenants and obligations under this Agreement Agreement; or (ii) take any action that could restrict or otherwise affect such Shareholderthe 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. Neither a Shareholder the Stockholder nor any of its Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of the Covered Shareholder Stockholder Shares and each Shareholder the Stockholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Shareholder Stockholder Shares, unless such transfer is a Permitted Transfer.

Prohibition on Transfers, Other Actions. (a) Until the earlier of (i) the termination of this Agreement in accordance with Section 5.015.01 and (ii) the receipt of the Parent Stockholder Approval, each Shareholder Stockholder (severally and not jointly) agrees that it shall not, and shall not permit any of its controlled Affiliates to Transfer any of the such Stockholder’s Covered Shareholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Shareholder Stockholder (severally and not jointly) agrees that it shall not, and shall not permit any Affiliate to, of its controlled Affiliates to (ix) 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 violate or conflict with, or result in or give rise to a violation of or conflict with, such ShareholderStockholder’s representations, warranties, covenants and obligations under this Agreement Agreement; or (iiy) take any action that could restrict or otherwise affect such ShareholderStockholder’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. Neither a Shareholder any Stockholder nor any of its controlled Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of the such Stockholder’s Covered Shareholder Shares and each Shareholder Stockholder hereby consents, and will cause its controlled Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Shareholder Shares, unless such transfer is a Permitted Transfer.

Prohibition on Transfers, Other Actions. (a) Until the termination of this Agreement in accordance with Section 5.01Expiration Date, each Shareholder Stockholder agrees that it shall not not, except in accordance with the terms of the Merger Agreement or the Transactions, (a) Transfer any of the such Stockholder’s Covered Shareholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Shareholder agrees that it shall not, and shall not permit any Affiliate to, ; (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 violate or conflict with, or result in or give rise to a violation of or conflict with, such ShareholderStockholder’s representations, warranties, covenants and obligations under this Agreement Agreement; or (iic) take any action that could restrict or otherwise affect such ShareholderStockholder’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 Section 4.1 shall be void ab initio. Neither a Shareholder nor any of its Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of the Covered Shareholder Shares and each Shareholder Each Stockholder hereby consents, and will cause its Affiliates to consent, consents to the entry of stop transfer instructions by the Company of any transfer of the such Stockholder’s Covered Shareholder Shares, Shares unless such transfer is a Permitted Transfermade in compliance with this Agreement.

Prohibition on Transfers, Other Actions. (a) Until the termination of this Agreement in accordance with Section 5.01, each Shareholder the Stockholder agrees that it shall not Transfer any of the Covered Shareholder Stockholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer. Each Shareholder 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 violate or conflict with, or result in or give rise to a violation of or conflict with, such Shareholderthe Stockholder’s representations, warranties, covenants and obligations under this Agreement Agreement; or (ii) take any action that could restrict or otherwise affect such Shareholderthe 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. Neither a Shareholder the Stockholder nor any of its Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of the Covered Shareholder Stockholder Shares and each Shareholder the Stockholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Shareholder Stockholder Shares, unless such transfer is a Permitted Transfer.

Prohibition on Transfers, Other Actions. Until the earlier of the Closing Date and the Stock Purchase Agreement Termination Date, the Stockholder shall not (a) Until the termination of this Agreement in accordance with Section 5.01, each Shareholder agrees that it shall not Transfer any of the Covered Shareholder Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer. Each Shareholder agrees that it shall not, and (ii) such Permitted Transferee executes and delivers to Purchaser a 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, 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 securities Transferred as the Stockholder shall not permit any Affiliate tohave 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 violate or conflict with, or result in or give rise to a violation of or conflict with, such Shareholderthe Stockholder’s representations, warranties, covenants and obligations under this Agreement or (iic) knowingly take any action or cause the taking of any other action that could restrict or otherwise affect such Shareholderrestricts 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. Neither a Shareholder nor any of its Affiliates shall request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any of the Covered Shareholder Shares and each Shareholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Shareholder Shares, unless such transfer is a Permitted Transfer.