Common use of Restriction on Transfer of Shares Clause in Contracts

Restriction on Transfer of Shares. Such Stockholder shall not, and shall use commercially reasonable efforts to cause the Other Stockholders not to, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) or enter into any Contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or Other Subject Shares, as applicable, or any interest therein, except to any Affiliate of such Stockholder or Other Stockholder, as applicable, who agrees in writing to be bound by the terms of this Agreement or Transfers to Parent which occur pursuant to the Management Stockholders Agreement, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares or Other Subject Shares, as applicable, into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares or Other Subject Shares, as applicable (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actions.

Restriction on Transfer of Shares. Such Stockholder shall not, and shall use commercially reasonable efforts to cause the Other Stockholders not to, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) or enter into any Contract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or of Other Subject Shares, as applicable, or any interest therein, except to any Affiliate of such Stockholder or Other Stockholder, as applicable, who agrees in writing to be bound by the terms of this Agreement or Transfers to Parent the Company which occur pursuant to the Management Stockholders Agreement, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares or Other Subject Shares, as applicable, into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares or Other Subject Shares, as applicable (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actions.

Restriction on Transfer of Shares. Such (a) Except as provided with respect to Xxxxxxx in Section 3.1(b) below, such Stockholder shall not, and shall use commercially reasonable efforts to cause the Other Stockholders not to, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) or enter into any Contractcontract, option, derivative, hedging or other arrangement or understanding (including any profit-sharing arrangement) with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (any of the foregoing, a “Transfer”), any or all of the Subject Shares or Other Subject Shares, as applicable, or any interest therein, except to any Affiliate of such Stockholder or Other Stockholder, as applicable, who agrees in writing to be bound by the terms of this Agreement as a Stockholder, and, in the case of stockholders that are individuals, to members of the Stockholder’s immediate family or Transfers to Parent which occur pursuant to trusts for the Management Stockholders Agreementbenefit of such Stockholder or members of such Stockholder’s immediate family, (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares or Other Subject Shares, as applicable, into a voting trust or enter into any other voting arrangement or permit to exist any Lien of any nature whatsoever with respect to the Subject Shares or Other Subject Shares, as applicable (other than any Liens created by or arising under this Agreement or existing by operation of Law) or (iii) commit or agree to take any of the foregoing actions.