Common use of Restriction on Transfer of Shares Clause in Contracts

Restriction on Transfer of Shares. (a) The Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law), 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 or all of the Subject Common Shares or any interest therein (any of the foregoing, a “Transfer”), except to any affiliate of the Stockholder, provided that such affiliate agrees in writing to be bound by the terms of this Agreement, or Transfers which occur by operation of law or with the Company’s prior written consent, (ii) grant any proxies or powers of attorney (other than pursuant to this Agreement or to an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) with respect to the Subject Common Shares, deposit any of the Subject Common Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) or permit to exist any other Lien of any nature whatsoever with respect to the Subject Common Shares (other than such other 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. (a) The Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law), 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 or all of the Subject Common Preferred Shares or any interest therein (any of the foregoing, a “Transfer”), except to any affiliate of the Stockholder, provided that such affiliate agrees in writing to be bound by the terms of this Agreement, or Transfers which occur by operation of law or with the Company’s prior written consent, (ii) grant any proxies or powers of attorney (other than pursuant to this Agreement or to an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) with respect to the Subject Common Preferred Shares, deposit any of the Subject Common Preferred Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) or permit to exist any other Lien of any nature whatsoever with respect to the Subject Common Preferred Shares (other than such other 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. (a) The Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law), 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 or all of the Subject Common Shares or any interest therein (any of the foregoing, a “"Transfer”"), except to any affiliate of the Stockholder, provided that such affiliate agrees in writing to be bound by the terms of this Agreement, or Transfers which occur by operation of law or with the Company’s 's prior written consent, (ii) grant any proxies or powers of attorney (other than pursuant to this Agreement or to an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) with respect to the Subject Common Shares, deposit any of the Subject Common Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) or permit to exist any other Lien of any nature whatsoever with respect to the Subject Common Shares (other than such other 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. (a) The Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law), 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 or all of the Subject Common Preferred Shares or any interest therein (any of the foregoing, a “"Transfer”"), except to any affiliate of the Stockholder, provided that such affiliate agrees in writing to be bound by the terms of this Agreement, or Transfers which occur by operation of law or with the Company’s 's prior written consent, (ii) grant any proxies or powers of attorney (other than pursuant to this Agreement or to an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) with respect to the Subject Common Preferred Shares, deposit any of the Subject Common Preferred Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) or permit to exist any other Lien of any nature whatsoever with respect to the Subject Common Preferred Shares (other than such other 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. (a) The Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law), 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 or all of the Subject Common Shares or any interest therein (any of the foregoing, a “"Transfer”"), except to any affiliate or all of the Stockholder, provided that such affiliate agrees in writing to be bound Subject Shares or any interest therein (other than any Liens created by the terms of or arising under this Agreement, the Voting Trust Agreement or Transfers which occur the Foundation Trust Indenture or existing or arising by operation of law or with the Company’s prior written consent, Law); (ii) except as contemplated hereby, grant any proxies or powers of attorney (other than pursuant to this Agreement or to an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) with respect to the Subject Common Shares, deposit any of the Subject Common Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of the Stockholder that agrees in writing to be bound by the terms of this Agreement) or permit to exist any other Lien of any nature whatsoever with respect to any of the Subject Common Shares (other than such other any Liens created by or arising under this Agreement, the Voting Trust Agreement or the Foundation Trust Indenture or existing or arising by operation of lawLaw), ; or (iii) commit or agree to take any of the foregoing actions.

Restriction on Transfer of Shares. (a) The Such Stockholder shall not, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, transfer (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law), 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 or all of the Subject Common Shares or any interest therein (any of the foregoing, a “"Transfer”"), except to any affiliate of the such Stockholder, provided that such affiliate agrees in writing to be bound by the terms of this Agreement, or Transfers which occur by operation of law or with the Company’s 's prior written consent, (ii) grant any proxies or powers of attorney (other than pursuant to this Agreement or to an affiliate of the such Stockholder that agrees in writing to be bound by the terms of this Agreement) with respect to the Subject Common Shares, deposit any of the Subject Common Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of the such Stockholder that agrees in writing to be bound by the terms of this Agreement) or permit to exist any other Lien of any nature whatsoever with respect to the Subject Common Shares (other than such other 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. (a) The Except pursuant to Security Agreement, which was executed simultaneously with the Credit Agreement, a true and correct copy of which has been delivered to Xx. Xxxxx, no Stockholder shall notshall, directly or indirectly: (i) offer for sale, sell (including short sales), transfer, tender, (including by merger, testamentary disposition, interspousal disposition pursuant to a domestic relations proceeding or otherwise by operation of law), 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 to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of of, any or all of the Subject Common Voting Shares or any interest therein (any of the foregoing, a “Transfer”), except to any affiliate of unless the Stockholder, provided that such affiliate transferee agrees in writing to be bound by the terms of this Agreement, or Transfers which occur by operation of law or with the Company’s prior written consentor, (ii) grant any proxies or powers of attorney (other than pursuant to this Agreement or to an affiliate of the such Stockholder that agrees in writing to be bound by the terms of this Agreement) with respect to the Subject Common Voting Shares, deposit any of the Subject Common Voting Shares into a voting trust or enter into any other voting arrangement (other than with an affiliate of the such Stockholder that agrees in writing to be bound by the terms of this AgreementAgreement or with another Stockholder or other Stockholders) or permit to exist any other Lien lien of any nature whatsoever with respect to the Subject Common Voting Shares (other than such other Liens liens created by or arising under this Agreement or existing by operation of law), or (iii) commit or agree exercise the right to take convert any shares of the foregoing actionsPreferred Stock into shares of Common Stock.