Common use of Restriction on Transfer and Proxies Clause in Contracts

Restriction on Transfer and Proxies. Except as contemplated by this Agreement or the Merger Agreement, during the period beginning from the execution and delivery by the parties of this Agreement through the Effective Time (or, if earlier, the termination of this Agreement in accordance with Article V), such Shareholder hereby agrees not to (a) take any action that would or would reasonably be expected to (i) constitute a breach hereof, (ii) make any representation or warranty of such Shareholder set forth in Article II untrue or incorrect or (iii) have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement; (b) other than with respect to Transfers (as defined below) to Affiliates of such Shareholder that are, or at or before the time of such Transfer agree to be, bound by this Agreement (and with respect to the Class B Shares, would not result in a conversion into Class A Shares), directly or indirectly, sell, transfer, pledge, encumber, hypothecate, assign or otherwise dispose of (whether by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise), or enter into any Contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, pledge, encumbrance, hypothecation, assignment or similar disposition of (whether by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), its Subject Shares (each, a “Transfer”); (c) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of its Subject Shares with respect to any matter addressed by this Agreement; or (d) deposit any of its Subject Shares into a separate voting trust or enter into a voting agreement with respect to any of its Subject Shares. Notwithstanding the foregoing, (A) any Shareholder that is a trust may Transfer Subject Shares to the beneficiaries of such trust if each transferee agrees in advance in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder for all purposes of this Agreement, and (B) any Shareholder may Transfer Subject Shares (1) to any member of such Shareholder’s immediate family, (2) to a trust for the sole benefit of such Shareholder or any member of such Shareholder’s immediate family, the sole trustees of which are such Shareholder or any member of such Shareholder’s immediate family, or (3) by will or under the laws of intestacy upon the death of such Shareholder; provided, that a Transfer referred to in clause (1) through (4) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Shareholder would be true and correct upon such Transfer and the transferee agrees in advance in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such person shall constitute a Shareholder for all purposes of this Agreement; provided, however, that in no event shall any Shareholder Transfer or attempt to Transfer of any Class B Shares if such Transfer could result in the conversion of such Class B Shares into Class A Shares. If any involuntary Transfer of any of such Shareholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding the foregoing, such Shareholder may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Any attempted Transfer of Shares or any interest therein in violation of this Section 4.1 shall be null and void.

Restriction on Transfer and Proxies. Except (a) Each Shareholder hereby agrees that during the period commencing on the date hereof and continuing until the first to occur of the Effective Time and termination of the Merger Agreement in accordance with its terms, such Shareholder shall not, directly or indirectly: (i) except as contemplated by this Agreement or the Merger Agreement, during the period beginning from the execution and delivery by the parties of this Agreement through the Effective Time (or, if earlier, the termination of this Agreement in accordance with Article V), such Shareholder hereby agrees not to (a) take any action that would or would reasonably be expected to (i) constitute a breach hereof, (ii) make any representation or warranty of such Shareholder set forth in Article II untrue or incorrect or (iii) have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement; (b) other than with respect to Transfers (as defined below) to Affiliates of such Shareholder that are, or at or before the time of such Transfer agree to be, bound by this Agreement (and with respect to the Class B Shares, would not result in a conversion into Class A Shares), directly or indirectlyoffer for sale, sell, transfer, tender, pledge, encumber, hypothecate, assign or otherwise dispose of (whether by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise)of, or enter into any Contractcontract, option or other arrangement or understanding with respect to or consent to the voting of or offer for sale, sale, transfer, tender, pledge, encumbrance, hypothecation, assignment or similar other disposition of (whether by mergercollectively, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise"Transfer"), its Subject any or all of such Shareholder's Shares (each, a “Transfer”)or any interest therein; (cii) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of its Subject Shares with respect to any matter addressed by this Agreement; or (d) deposit any of its Subject Shares into a separate voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of its Subject Shares. such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder form performing such Shareholder's obligations under this Agreement. (b) Notwithstanding the provisions of paragraph (a)(i) above, a Transfer shall not include (A) with respect to any Shareholder, a Transfer to any other Shareholder, (B) with respect to any Shareholder that is an individual, a Transfer to (1) a sibling, ancestor or descendant, spouse of any of the foregoing, spouse of such Shareholder, or descendants of any of the foregoing or (A2) any trust or family partnership for the primary benefit of such Shareholder or any Persons described in clause (1); or (C) with respect to any Shareholder that is a trust may Transfer Subject Shares to or family partnership, the beneficiaries or partners of such the trust if each transferee agrees in advance in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder for all purposes of this Agreement, and (B) any Shareholder may Transfer Subject Shares (1) to any member of such Shareholder’s immediate family, (2) to a or family partnership or another trust or family partnership established for the sole primary benefit of such Shareholder beneficiaries or any member of such Shareholder’s immediate family, the sole trustees of which are such Shareholder or any member of such Shareholder’s immediate family, or (3) by will or under the laws of intestacy upon the death of such Shareholder; provided, that a Transfer referred to in clause (1) through (4) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Shareholder would be true and correct upon such Transfer and the transferee agrees in advance in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such person shall constitute a Shareholder for all purposes of this Agreement; provided, however, that in no event shall any Shareholder Transfer or attempt to Transfer of any Class B Shares if such Transfer could result in the conversion of such Class B Shares into Class A Shares. If any involuntary Transfer of any of such Shareholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding the foregoing, such Shareholder may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Any attempted Transfer of Shares or any interest therein in violation of this Section 4.1 shall be null and voidpartners.

Restriction on Transfer and Proxies. Except as contemplated by this Agreement or Agreement, the Merger Agreement, the Investor Agreement or the DigitalGlobe Stockholders Agreement, during the period beginning from the execution and delivery by the parties of this Agreement Voting Period through the earlier to occur of (a) the Effective Time Time, (or, if earlier, b) the termination of the Merger Agreement in accordance with its terms or (c) the termination of this Agreement in accordance with Article V)Section 5.1, such Shareholder hereby agrees not to (a) take any action that would or would reasonably be expected to (i) constitute a breach hereofthe Stockholder shall not, (iix) make any representation or warranty of such Shareholder set forth in Article II untrue or incorrect or (iii) have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement; (b) other than with respect to Transfers (as defined below) to Affiliates of such Shareholder that are, or at or before the time of such Transfer agree to be, bound by this Agreement (and with respect to the Class B Shares, would not result in a conversion into Class A Shares), directly or indirectly, sell, transfer, tender, pledge, encumber, hypothecateassign, assign or otherwise dispose of (whether by merger (including by conversion into securities or other consideration)each, by tendering into any tender or exchange offer, by operation of law or otherwisea “Transfer”), or enter into any Contractcontract, option option, or other arrangement or understanding with respect to the voting Transfer of, any or all of or sale, transfer, pledge, encumbrance, hypothecation, assignment or similar disposition of (whether by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), its Subject Shares (eachShares, unless such Transfer is a “Permitted Transfer”); (cy) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of its Subject Shares with respect that could reasonably be expected to prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Merger, the Merger Agreement, any matter addressed of the transactions contemplated by the Merger Agreement or this AgreementAgreement or the contemplated economic benefits of any of the foregoing; or (dz) deposit any of its Subject Shares into a separate voting trust or enter into a voting agreement with respect to any of its Subject Shares. Notwithstanding For the foregoingpurposes hereof, (A) “Permitted Transfer” means a Transfer by the Stockholder to any Shareholder Affiliate of the Stockholder; provided that is a trust may Transfer Subject Shares to the beneficiaries of such trust if each transferee Affiliate agrees in advance writing to assume all of the transferring Stockholder’s obligations hereunder in writing, in a manner reasonably acceptable to Parent, to accept such respect of the Subject Shares subject to such Transfer and to be bound by, and comply with, the terms of this Agreement with respect to the Subject Shares that are subject to the Transfer, to the same extent as the transferring Stockholder is bound hereunder. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that nothing herein shall prohibit any Transfer of Subject Shares by the Stockholder pursuant to be bound by and in accordance with the terms of this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder for all purposes of this the Merger Agreement, and (B) any Shareholder may Transfer Subject Shares (1) to any member of such Shareholder’s immediate family, (2) to a trust for the sole benefit of such Shareholder or any member of such Shareholder’s immediate family, the sole trustees of which are such Shareholder or any member of such Shareholder’s immediate family, or (3) by will or under the laws of intestacy upon the death of such Shareholder; provided, that a Transfer referred to in clause (1) through (4) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Shareholder would be true and correct upon such Transfer and the transferee agrees in advance in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such person shall constitute a Shareholder for all purposes of this Agreement; provided, however, that in no event shall any Shareholder Transfer or attempt to Transfer of any Class B Shares if such Transfer could result in the conversion of such Class B Shares into Class A Shares. If any involuntary Transfer of any of such Shareholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding the foregoing, such Shareholder may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Any attempted Transfer of Shares or any interest therein in violation of this Section 4.1 shall be null and void.

Restriction on Transfer and Proxies. Except as contemplated by this Agreement or the Merger Agreement, (a) Each Shareholder hereby agrees that during the period beginning from the execution and delivery by the parties of this Agreement through commencing thirty days prior to the Effective Time (or, if earlier, and continuing until the first to occur of the Effective Time and the termination of this the Merger Agreement in accordance with Article V)its terms, such Shareholder hereby agrees not to (a) take any action that would or would reasonably be expected to (i) constitute a breach hereof, (ii) make any representation or warranty of such Shareholder set forth in Article II untrue or incorrect or (iii) have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement; (b) other than with respect to Transfers (as defined below) to Affiliates of such Shareholder that are, or at or before the time of such Transfer agree to be, bound by this Agreement (and with respect to the Class B Shares, would not result in a conversion into Class A Shares)shall not, directly or indirectly, except as contemplated by the Merger Agreement, offer for sale, sell, transfer, tender, pledge, encumber, hypothecate, assign or otherwise dispose of (whether by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise)of, or enter into any Contractcontract, option or other arrangement or understanding with respect to or consent to the voting of or offer for sale, sale, transfer, tender, pledge, encumbrance, hypothecation, assignment or similar other disposition of (whether by mergercollectively, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise"Transfer"), its Subject Shares (each, a “Transfer”); (c) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of such Shareholder's Shares or any interest therein. In addition, each Shareholder hereby agrees that during the period commencing on the date hereof and continuing until the first to occur of the Effective Time and the termination of the Merger Agreement in accordance with its Subject Shares with respect to terms, such Shareholder shall not, directly or indirectly: (i) grant any matter addressed by this Agreement; proxy or (d) power of attorney, deposit any of its Subject Shares into a separate voting trust or enter into a voting agreement with respect to any Shares or otherwise agree to vote any of its Subject Shares. the Shares in a manner other than as set forth herein; or (ii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing such Shareholder's obligations under this Agreement. (b) Notwithstanding the provisions of paragraph (a)(i) above, a Transfer shall not include (A) with respect to any Shareholder, a Transfer to any other Shareholder, (B) with respect to any Shareholder that is an individual, a Transfer to (1) a sibling, ancestor or descendant, spouse of any of the foregoing, spouse of such Shareholder, or descendants of any of the foregoing or (A2) any trust or family partnership for the primary benefit of such Shareholder or any Persons described in clause (1); or (C) with respect to any Shareholder that is a trust may Transfer Subject Shares to or family partnership, the beneficiaries or partners of such the trust if each transferee agrees in advance in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder for all purposes of this Agreement, and (B) any Shareholder may Transfer Subject Shares (1) to any member of such Shareholder’s immediate family, (2) to a or family partnership or another trust or family partnership established for the sole primary benefit of such Shareholder beneficiaries or any member of such Shareholder’s immediate family, the sole trustees of which are such Shareholder or any member of such Shareholder’s immediate family, or (3) by will or under the laws of intestacy upon the death of such Shareholder; provided, that a Transfer referred to in clause (1) through (4) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Shareholder would be true and correct upon such Transfer and the transferee agrees in advance in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such person shall constitute a Shareholder for all purposes of this Agreementpartners; provided, however, that in no event any Transfer under this Section 3(b)(B) or (C) shall any Shareholder Transfer or attempt to Transfer of any Class B Shares if such Transfer could result in the conversion of such Class B Shares into Class A Shares. If any involuntary Transfer of any of such Shareholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), be void unless the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination executes a copy of this Agreement. Notwithstanding the foregoing, such Shareholder may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Any attempted Transfer of Shares or any interest therein in violation of this Section 4.1 shall be null and void.

Restriction on Transfer and Proxies. Except as contemplated by this Agreement or the Merger Agreement, (a) Each Owner hereby agrees that during the period beginning from the execution and delivery by the parties of this Agreement through commencing thirty days prior to the Effective Time (or, if earlier, and continuing until the first to occur of the Effective Time and the termination of this the Merger Agreement in accordance with Article V)its terms, such Shareholder hereby agrees not to (a) take any action that would or would reasonably be expected to (i) constitute a breach hereof, (ii) make any representation or warranty of such Shareholder set forth in Article II untrue or incorrect or (iii) have the effect of preventing or disabling such Shareholder from performing any of its obligations under this Agreement; (b) other than with respect to Transfers (as defined below) to Affiliates of such Shareholder that are, or at or before the time of such Transfer agree to be, bound by this Agreement (and with respect to the Class B Shares, would not result in a conversion into Class A Shares)Owner shall not, directly or indirectly, except as contemplated by the Merger Agreement, offer for sale, sell, transfer, tender, pledge, encumber, hypothecate, assign or otherwise dispose of (whether by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise)of, or enter into any Contractcontract, option or other arrangement or understanding with respect to or consent to the voting of or offer for sale, sale, transfer, tender, pledge, encumbrance, hypothecation, assignment or similar other disposition of (whether by mergercollectively, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise"Transfer"), its Subject Shares (each, a “Transfer”); (c) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of such Owner's Shares and/or Interests or, in either case, any interest therein. In addition, each Owner hereby agrees that during the period commencing on the date hereof and continuing until the first to occur of the Effective Time and the termination of the Merger Agreement in accordance with its Subject Shares with respect to terms, such Owner shall not, directly or indirectly: (i) grant any matter addressed by this Agreement; proxy or (d) power of attorney, deposit any of its Subject Shares or Interests into a separate voting trust or enter into a voting agreement with respect to any Shares or Interests or otherwise agree to vote any of its Subject Shares. the Shares or Interests in a manner other than as set forth herein; or (ii) take any action that would make any representation or warranty of such Owner contained herein untrue or incorrect or have the effect of preventing or disabling such Owner from performing such Owner's obligations under this Agreement. (b) Notwithstanding the provisions of paragraph (a)(i) above, a Transfer shall not include (A) with respect to any Owner, a Transfer of Shares to any other Owner who owns Shares or a Transfer of Interests to any other Owner who holds Interests, (B) with respect to any Owner that is an individual, a Transfer to (1) a sibling, ancestor or descendant, spouse of any of the foregoing, spouse of such Owner, or descendants of any of the foregoing or (A2) any Shareholder trust or family partnership for the primary benefit of such Owner or any Persons described in clause (1); or (C) with respect to any Owner that is a trust may Transfer Subject Shares to or family partnership, the beneficiaries or partners of such the trust if each transferee agrees in advance in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder for all purposes of this Agreement, and (B) any Shareholder may Transfer Subject Shares (1) to any member of such Shareholder’s immediate family, (2) to a or family partnership or another trust or family partnership established for the sole primary benefit of such Shareholder beneficiaries or any member of such Shareholder’s immediate family, the sole trustees of which are such Shareholder or any member of such Shareholder’s immediate family, or (3) by will or under the laws of intestacy upon the death of such Shareholder; provided, that a Transfer referred to in clause (1) through (4) of this sentence shall be permitted only if all of the representations and warranties in this Agreement with respect to such Shareholder would be true and correct upon such Transfer and the transferee agrees in advance in writing, in a manner reasonably acceptable to Parent, to accept such Subject Shares subject to the terms of this Agreement and to be bound by the terms of this Agreement and to agree and acknowledge that such person shall constitute a Shareholder for all purposes of this Agreementpartners; provided, however, that in no event any Transfer under this Section 3(b)(B) or (C) shall any Shareholder Transfer or attempt to Transfer of any Class B Shares if such Transfer could result in the conversion of such Class B Shares into Class A Shares. If any involuntary Transfer of any of such Shareholder’s Subject Shares in the Company shall occur (including, but not limited to, a sale by such Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), be void unless the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination executes a copy of this Agreement. Notwithstanding the foregoing, such Shareholder may make Transfers of its Subject Shares as Parent may agree in writing in its sole discretion. Any attempted Transfer of Shares or any interest therein in violation of this Section 4.1 shall be null and void.