Common use of Restriction on Transfer and Proxies; Non-Interference Clause in Contracts

Restriction on Transfer and Proxies; Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, the Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of the Stockholder's Shares not to, directly or indirectly, without the consent of Parent (which shall not be unreasonably withheld), in respect of any Company Acquisition Transaction or otherwise: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder's Shares, or any interest therein, (ii) except as provided in this Agreement or the Stockholders Agreement, grant any proxies or powers of attorney, deposit any Stockholder's Shares into a voting trust or enter into a voting agreement with respect to any Stockholder's Shares, (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above or (iv) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement.

Restriction on Transfer and Proxies; Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Datedate holders of the Shares approve the Merger, the Stockholder shall not, and shall cause each of his his, her or its Affiliates who Beneficially Own any of the Stockholder's ’s Shares not to, directly or indirectly, without the consent of Parent (which shall not be unreasonably withheld), in respect of any Company Acquisition Transaction or otherwiseOLB: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder's ’s Shares, or any interest therein, ; (ii) except as provided in this Agreement or the Stockholders Agreement, grant any proxies or powers of attorney, deposit any of Stockholder's ’s Shares into a voting trust or enter into a voting agreement with respect to any of Stockholder's ’s Shares, ; (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above above; or (iv) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder's ’s obligations under this Agreement.

Restriction on Transfer and Proxies; Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Datedate holders of the Shares approve the Merger, the Stockholder shall not, and shall cause each of his his, her or its Affiliates who Beneficially Own any of the Stockholder's ’s Shares not to, directly or indirectly, without the consent of Parent (which shall not be unreasonably withheld), in respect of any Company Acquisition Transaction or otherwisePurchaser: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder's ’s Shares, or any interest therein, ; (ii) except as provided in this Agreement or the Stockholders Agreement, grant any proxies or powers of attorney, deposit any of Stockholder's ’s Shares into a voting trust or enter into a voting agreement with respect to any of Stockholder's ’s Shares, ; (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above above; or (iv) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder's ’s obligations under this Agreement.

Restriction on Transfer and Proxies; Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Datedate DCB Stockholders approve the Merger Agreement, the Stockholder shall not, and shall cause each of his his, her or its Affiliates who Beneficially Own any of the Stockholder's ’s Shares not to, directly or indirectly, without the consent of Parent (which shall not be unreasonably withheld), in respect of any Company Acquisition Transaction or otherwiseOLB: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder's ’s Shares, or any interest therein, ; (ii) except as provided in this Agreement or the Stockholders Agreement, grant any proxies or powers of attorney, deposit any of Stockholder's ’s Shares into a voting trust or enter into a voting agreement with respect to any of Stockholder's ’s Shares, ; (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above above; or (iv) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder's ’s obligations under this Agreement.

Restriction on Transfer and Proxies; Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Datedate PBI Stockholders approve the Merger Agreement, the Stockholder shall not, and shall cause each of his his, her or its Affiliates who Beneficially Own any of the Stockholder's ’s Shares not to, directly or indirectly, without the consent of Parent (which shall not be unreasonably withheld), in respect of any Company Acquisition Transaction or otherwiseHBI: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder's ’s Shares, or any interest therein, ; (ii) except as provided in this Agreement or the Stockholders Agreement, grant any proxies or powers of attorney, deposit any of Stockholder's ’s Shares into a voting trust or enter into a voting agreement with respect to any of Stockholder's ’s Shares, ; (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above above; or (iv) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder's ’s obligations under this Agreement.