Restriction on Transfer, Proxies. The Shareholder hereby agrees, while this Agreement is in effect, not to (a) except as set forth in Section 8 hereof or pursuant to pledges in existence as of the date hereof (none of which would affect the ability of the Shareholder to carry out the Shareholder’s obligations under, and to consummate the transactions contemplated by, this Agreement), sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any Contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Covered Shares, (b) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares or (c) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement.
Restriction on Transfer, Proxies and Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the first anniversary of 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 Acquiror, in respect of any Acquisition Proposal or otherwise: (A) 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, (B) except as provided herein, 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, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (B) above or (D) 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, Proxies and Non-Interference; Stop Transfer -------------------------------------------------------------------- Order. -----
(a) Each Stockholder hereby agrees, while this Agreement is in effect, and except as specifically contemplated hereby, not to (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 the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any of his Shares or any interest therein, (ii) grant any proxies or powers of attorney, deposit any of his Shares into a voting trust or enter into a voting agreement with respect to any of his Shares or (iii) take any action that would make any representation or warranty of any Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling any Stockholder from performing his obligations under this Agreement.
(b) In furtherance of the provisions of Section 4.2(a) hereof, concurrently herewith the Stockholders shall and hereby do authorize the Company to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Existing Shares and any additional Shares of Common Stock acquired by any Stockholder after the date hereof (and that this Agreement places limits on the voting and transfer of such shares).
Restriction on Transfer, Proxies and Non-Interference; Restriction on Withdrawal. Prior to the Termination Date, no International Investor shall directly or indirectly: (a) except pursuant to the terms of the Offer and the Merger Agreement, and to Parent pursuant to this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company 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, or other disposition of, or exercise any discretionary powers to distribute, any or all of the International Shares owned by it or any interest therein; (b) except as contemplated hereby, grant any proxies or powers of attorney with respect to any International Shares, deposit any International Shares into a voting trust or enter into a voting agreement with respect to any International Shares; or (c) take any action that would make any representation or warranty of any International Investor contained herein untrue or incorrect or have the effect of preventing or disabling any International Investor from performing its obligations under this Agreement.
Restriction on Transfer, Proxies and Non-Interference. Each MMC Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of his Shares or (b) grant any proxies, deposit any of his Shares into a voting trust or enter into a voting agreement with respect to any of his Shares or (c) take any action that would make any representation or warranty of such MMC Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such MMC Stockholder from performing his obligations under this Agreement.
Restriction on Transfer, Proxies. (a) Prior to the Termination Date, Founder shall not, directly or indirectly, (i) except as set forth in subsection (b) of this Section 5, sell, transfer, pledge, deposit, hypothecate, encumber, assign or otherwise dispose of (including by gift), or enter into any Contract with respect to the sale, transfer, pledge, deposit, hypothecation, encumbrance, assignment or other disposition of, any of the Covered Shares other than pursuant to the Merger Agreement (it being understood that nothing in this clause (i) shall be deemed to restrict the sale, transfer, pledge, deposit, hypothecation, encumbrance, assignment or other disposition of (including by gift), or entry into any Contract with respect to the sale, transfer, pledge, deposit, hypothecation, encumbrance, assignment or other disposition of, any Class A Shares or Class B Shares Beneficially Owned or held of record by Founder in excess of the number of such shares that, taken together, represents 29.99% of the combined voting power of all of the outstanding voting securities of the Company); (ii) grant any proxies or powers of attorney (other than to Parent, its officers or other designees), deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares; or (iii) take any action or omit to take any action that would make any representation or warranty of Founder contained herein untrue or incorrect in any material respect, have the effect of preventing or disabling Founder from performing his obligations under this Agreement or would materially delay or adversely affect the consummation of the Transactions. Any purported transfer of the Covered Shares in violation of this Section 5 shall be null and void ab initio.
(b) Notwithstanding Section 5(a), Founder may transfer any or all of the Covered Shares Beneficially Owned or held of record by him, in accordance with provisions of applicable Law, to any “Permitted Transferee” as defined in the Company’s Amended and Restated Articles of Incorporation, as amended and restated as of April 3, 2008; provided, however, that, prior to and as a condition to the effectiveness of such transfer, each Person to which any of such Covered Shares or any interest in any of such Covered Shares is or may be transferred shall have executed and delivered to Parent a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement, and shall have agreed in writing...
Restriction on Transfer, Proxies and Non-Interference; Restriction on Withdrawal; Waiver of
Restriction on Transfer, Proxies and Non-Interference. Beginning on the date hereof and ending on the earlier of the Closing Date or the termination date set forth in Section 8.12 hereof, neither the Parent nor the Seller shall (i) directly or indirectly, 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, transfer, tender, pledge, encumbrance, assignment or other disposition of, any of the Transferred Shares or any of the Existing Class A Shares or any interest therein, (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Transferred Shares or Existing Class A Shares into a voting trust or enter into a voting agreement with respect to any Transferred Shares or Existing Class A Shares, or (iii) take any action that would, to their knowledge, make any representation or warranty of the Parent or the Seller contained herein untrue or incorrect or have the effect of preventing or disabling the Parent or the Seller from performing its obligations under this Agreement.
Restriction on Transfer, Proxies. During the Restriction Period, Shareholder will not, directly or indirectly, (a) 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 Company Securities or any interest therein; (b) grant any proxies or powers of attorney, deposit the Company Securities into a voting trust or enter into a voting agreement with respect to the Company Securities; or (c) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or would result in a breach by Shareholder of its obligations under this Agreement.
Restriction on Transfer, Proxies. NON-INTERFERENCE. The Stockholder shall not, directly or indirectly: (i) offer for sale, sell, transfer, tender, pledge, encumber (other than by operation of law), 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 Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit the Shares into a voting trust or enter into a voting agreement with respect to the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or would result in a breach by the Stockholder of its obligations under this Agreement or a breach by the Company of its obligations under the Merger Agreement or the effect of which would be inconsistent or violative of any provision or agreement contained in this Agreement.
