Common use of Prohibition on Transfers Clause in Contracts

Prohibition on Transfers. Until the Expiration Date, the Stockholder agrees that the Stockholder shall not, except in accordance with the terms of this Agreement, the Merger Agreement or the Transactions or in connection with any Permitted Transfer, (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest therein (including the right or power to vote any Covered Shares); (ii) enter into any agreement, arrangement or understanding with respect to a Transfer of any of the Covered Shares or (iii) enter into any binding voting arrangement, whether by irrevocably proxy, voting agreement or otherwise, with respect to any of the Covered Shares; provided, that this clause (iii) shall not prevent the Stockholder from granting any revocable proxy in connection with any annual meeting of stockholders of the Company. Any Transfer in violation of this Section 3(a) shall be void ab initio. The Stockholder hereby consents to the entry of stop transfer instructions by Parent of any transfer of the Covered Shares unless such transfer is made in compliance with this Agreement.