Restriction on Transfer, Proxies and Non. INTERFERENCE. Except as expressly permitted by this Agreement or pursuant to the Merger Agreement, Stockholder shall not, directly or indirectly: (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 or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares with respect to which Stockholder has voting power or any interest therein; (ii) grant any proxies or powers of attorney or deposit any Shares with respect to which Stockholder has voting power into a voting trust or enter into a voting agreement with respect to any Shares with respect to which Stockholder has voting power; (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing any of Stockholder's obligations under this Agreement; or (iv) exercise any option to purchase any shares of Common Stock, including, but not limited to, the Options.
Restriction on Transfer, Proxies and Non. Interference. Such Stockholder shall not, directly or indirectly (i) except as contemplated by 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 any such Committed Stock or any interest therein, (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney, deposit any Committed Stock into a voting trust or enter into a voting agreement with respect to the Committed Stock, or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Voting Agreement.
Restriction on Transfer, Proxies and Non. INTERFERENCE. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Effective Time, not to (a) (i) sell, transfer, pledge, encumber (except due to this Agreement), 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, or limitation on the voting rights of, any of the Voting Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any options to purchase Voting Shares or (ii) convert any shares of Preferred Stock into shares of Common Stock, (b) grant any proxies or powers of attorney, deposit any Voting Shares into a voting trust or enter into a voting agreement with respect to any Voting Shares, (c) take any action that would cause any representation or warranty of Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement or (d) commit or agree to take any of the foregoing actions. Any transfer of Voting Shares not permitted hereby shall be null and void. Stockholder agrees that any such prohibited transfer may and should be enjoined. If any involuntary transfer of any of the Voting Shares shall occur (including, but not limited to, a sale by Stockholder'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 Voting 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.
Restriction on Transfer, Proxies and Non. INTERFERENCE. Beginning on the date hereof and ending on the last date the Stock Option is exercisable pursuant to Section 4 hereof, except as expressly contemplated by this Agreement, the Stockholder shall not (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 or all of such Stockholder's Shares and Company Securities or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; provided, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 hereof on the date of the transfer of such Shares and/or Company Securities; (ii) grant any proxies or powers of attorney (except for powers of attorney granted to Affiliates of the Stockholder solely for administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement), deposit any Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company Securities; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing the Stockholder from performing the Stockholder's obligations under this Agreement.
Restriction on Transfer, Proxies and Non interference. Prior to the occurrence of a Termination Event, except as required by this Agreement, each Shareholder, severally, hereby agrees that such Shareholder shall not directly or indirectly without the prior written consent of Parent and Purchaser: (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 or all of such Shareholder's Shares, or any interest therein, (ii) grant any proxies or powers of attorney, deposit any of such Shareholder's Shares into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any of such Shareholder's Shares, or (iii) take any action that would make any representation or warranty of such Shareholder contained in this Agreement untrue or incorrect or result in a breach by such Shareholder of such Shareholder's obligations under this Agreement.
Restriction on Transfer, Proxies and Non. Interference. Seller hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to, (i) 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 Impax Securities, (ii) grant any proxies, deposit any Impax Securities into a voting trust or enter into a voting agreement with respect to any Impax Securities or (iii) take any action that would make any representation or warranty of Seller contained herein untrue or incorrect or have the effect of preventing or disabling Seller from performing his, her or its obligations under this Agreement.
Restriction on Transfer, Proxies and Non. INTERFERENCE. During the Option Period, except as required by this Agreement, such Stockholder shall not, directly or indirectly without the consent of Sub: (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 such Stockholder's Shares, Options or any interest therein, (B) grant any proxies of powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or (C) exercise any of his Options (except to prevent the impending expiration thereof), or (D) take any action that could reasonably be expected to have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Agreement, except in the case of clause (A) or (D) any transfer of Shares that occurs by operation of law.
Restriction on Transfer, Proxies and Non. Interference. Shareholder hereby agrees, from the date hereof through the termination of this Agreement pursuant to Section 8(e) hereof, and except as contemplated hereby and except for pledges in existence as of the date hereof, not to (i) 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 or her Shares or (ii) grant any proxies in connection with Specified Matters, deposit his or her Shares into a voting trust or enter into a voting agreement with respect to his or her Shares or (iii) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by Shareholder of his or her obligations under this Agreement.
Restriction on Transfer, Proxies and Non. INTERFERENCE. Except as set forth in Section 8 hereof (in the case of Xxxxxxxxxx), each of the Stockholders hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to (i) 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 or Options, (ii) 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 (iii) knowingly take any action that would make any representation or warranty of either of the Stockholders contained herein untrue or incorrect or have the effect of preventing or disabling either of the Stockholders from performing its obligations under this Agreement.
Restriction on Transfer, Proxies and Non. INTERFERENCE; STOP TRANSFER. Except as expressly contemplated by this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, the Stockholder shall not (except as may be specifically required by court order), directly or indirectly, (i) cause or permit the Transfer of any of the Shares to be effected), or discuss, negotiate or make any offer regarding any Transfer of any of the Shares, (ii) grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Shares in contravention of the obligations of Stockholder under this Agreement, (iii) request that the Company register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect, or have the effect of preventing or disabling Stockholder from performing any of Stockholder's respective obligations under this Agreement, other than to a signatory under this Agreement in the case of (i), (ii) or (iii). Stockholder hereby agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent in respect of the Shares.
