Restriction on Transfer of Subject Shares. Subject to Section 2.3, during the period from the date of this Agreement through the Termination Date, Stockholder shall not cause or permit any Transfer if such Transfer would result in Stockholder’s failure to Own the Subject Shares or inability to comply with Stockholder’s obligations hereunder.
Restriction on Transfer of Subject Shares. Proxies and Noninterference. From and after the date hereof and prior to expiration of the Option Period, Stockholders shall not, directly or indirectly: (A) except pursuant to the terms of this Agreement and for the tender of Sub- ject Shares in the Offer and for sales, transfers and gifts to other Stockholders which do not affect the status of the Subject Shares hereunder, offer for sale, sell, transfer, tender, pledge, encumber, as- sign 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 Subject Shares; (B) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney (other than in connection with the Company's year 2000 annual meeting or to facilitate performance hereunder), deposit any of the Subject Shares into a voting trust or enter into a voting agreement with respect to any of the Subject Shares; or (C) willfully take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of impairing the ability of Stockholders to perform Stock- holders' obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Merger Agreement, except as permitted by this Agreement.
Restriction on Transfer of Subject Shares. Proxies and ------------------------------------------------------ Noninterference. No Stockholder will, directly or indirectly: (a) except --------------- pursuant to the terms of this Agreement and for the conversion of Subject Shares at the Effective Time pursuant to the terms of the Merger Agreement, 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 such Stockholder's Subject Shares other than any sale, transfer or assignment to members of such Stockholder's family, a family trust of such Stockholder or a charitable institution if the transferee of such Subject Shares agrees in writing to be bound by the terms hereof and notice of such sale, transfer or assignment, including the name and address of the purchaser, transferree or assignee, is delivered to Parent pursuant to Section 6.6. hereof; (b) acquire any Shares or other securities of the Company (other than in connection with a transaction of the type described in Section 5.2 or the grant of Shares to Directors as Director compensation in accordance with past practice) or enter into any contract, option, arrangement or other undertaking with respect to the direct or indirect acquisition of any interest in or the voting of any Subject Shares or any other securities of the Company; (c) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney, deposit any Subject Shares into a voting trust or enter into a voting agreement with respect to any Subject Shares; or (d) take any action that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or have the effect of impairing the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby.
Restriction on Transfer of Subject Shares. From the date hereof through the consummation of the Transaction on Closing Date or termination of the Contribution Agreement, whichever occurs first, the Parties shall not, cause or permit any Transfer of any of the Subject Shares, or any rights related thereto, to be effected. Without limiting the generality of the foregoing, during the Term, the Parties shall not tender, agree to tender or permit to be tendered any of the Subject Shares in response to or otherwise in connection with any tender or exchange offer. Any Transfer of Subject Shares carried out between the Parties and their respective Affiliates (including private equity funds advised or managed by SPX and/or its Affiliates) shall not be subject to any restriction, provided that the transferee expressly and unconditionally agrees, through a written instrument of amendment or deed of adherence (in both cases in a form reasonably acceptable to the other Party, which shall not be unreasonably withheld), to be bound by this Agreement and to assume all the obligations contained in this Agreement as if it were the transferor.
Restriction on Transfer of Subject Shares. During the period from the date of this Agreement through the Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Shares to be effected; provided, however, that a Transfer referred to in this sentence shall be permitted if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.
Restriction on Transfer of Subject Shares. PROXIES AND NONINTERFERENCE. No Shareholder will, directly or indirectly: (a) except pursuant to the terms of this Agreement and the Merger Agreement, 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 such Shareholder's Subject Shares; (b) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney, deposit any of such Shareholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any of such Shareholder's Subject Shares; (c) except within the terms of a prior written request of Parent, exercise any of the Subject Options; or (d) take any action that would reasonably be expected to make any representation or warranty contained herein untrue or incorrect or have the effect of impairing the ability of such Shareholder to perform such Shareholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby.
Restriction on Transfer of Subject Shares. Subject to Section 1.2, during the period from the date of this Agreement through the earlier of (i) the date upon which the Merger Agreement is validly terminated in accordance with its terms and (ii) the Effective Time (the earliest of (i) or (ii), the “Expiration Date”), no Stockholder shall, directly or indirectly, cause or permit to be effected any Transfer (as defined below) of any of such Stockholder’s Subject Shares. A Stockholder shall be deemed to have effected a “Transfer” of such Stockholder’s Subject Shares if such Stockholder directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such Stockholder’s Subject Shares or any interest therein to any Person other than Parent;
Restriction on Transfer of Subject Shares. Subject to Section 1.2, during the period from the date of this Agreement through the earlier of (i) the date upon which the Merger Agreement is validly terminated in accordance with its terms and (ii) the Effective Time (the earliest of (i) or (ii), the “Expiration Date”), no Stockholder shall, directly or indirectly, cause or permit to be effected any Transfer (as defined below) of any of such Stockholder’s Subject Shares. A Stockholder shall be deemed to have effected a “Transfer” of such Stockholder’s Subject Shares if such Stockholder directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such Stockholder’s Subject Shares or any interest therein to any Person other than Parent; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Stockholder’s Subject Shares or any interest therein to any Person other than Parent; or (iii) reduces such Stockholder’s beneficial ownership of, interest in or risk relating to such Subject Shares.
