Common use of Restriction on Transfer, Proxies and Non-Interference Clause in Contracts

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) grant any proxies or powers of attorney or deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (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.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement or the Merger Agreement, such Stockholder shall not, not (i) directly or indirectly: (i) , offer for sale, sell, transfer, tender, pledge, encumber, assign assign, or otherwise dispose of, or enter into any contract, option option, or other arrangement or understanding with respect to to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment assignment, or other disposition of, any or all of the Shares or any interest thereinsuch Stockholder’s Shares; (ii) grant any proxies or powers of attorney or attorney, deposit any of such Stockholder’s Shares into a voting trust or enter into a voting agreement with respect to any of such Stockholder’s Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein in this Agreement untrue or incorrect in any material respect or have the effect of preventing or disabling or delaying such Stockholder from performing any of such Stockholder's ’s obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, Stockholder shall will 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) grant any proxies or powers of attorney or deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (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.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, 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 the such Stockholder's Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney or attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; 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 any of such Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, The Stockholder shall not, directly or indirectly: 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 the Stockholder's Shares or any interest therein; , (ii) except as contemplated by this Stockholder Agreement, grant any proxies or powers of attorney or attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any the Shares; , or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing any of the Stockholder's obligations under this Stockholder Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this the Stock Purchase Agreement, such 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the such Stockholder's Shares or any interest therein; (ii) grant any proxies or powers of attorney or with respect to the subject matter of this Agreement, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; 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 any of such Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, the Stockholder shall notagrees not to, 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 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) grant any proxies or powers of attorney or attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect incorrect, or have the effect of preventing or disabling the Stockholder from performing any of the Stockholder's obligations pursuant to this Agreement or the Company's obligations under this the Merger Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, Stockholder Such Shareholder shall not, directly or indirectly: 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the any such Shareholder’s Shares or any interest therein; , (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney or attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any the Shares; , or (iii) take any action that would make any representation or warranty of Stockholder such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder such Shareholder from performing any of Stockholder's such Shareholder’s obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, Such Stockholder shall not, directly or indirectly: 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 the any such Stockholder's Shares or any interest therein; , (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney or attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any the Shares; , 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 any of such Stockholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreementset forth in Section 8 hereof, Stockholder shall nothereby agrees, directly or indirectly: while this Agreement is in effect, and except as contemplated hereby, not to (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contractContract, 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 Covered Shares or any interest therein; Options, (ii) grant any proxies or powers of attorney or attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Shares; Covered Shares or (iii) knowingly 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 its obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly set forth in Section 8 hereof, each of Stockholder and Record Holder hereby agrees, while this Agreement is in effect, and except as contemplated by this Agreementhereby, Stockholder shall not, directly or indirectly: 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 or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Covered Shares or any interest therein; Options, (ii) grant any proxies or powers of attorney or attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Shares; Covered Shares or (iii) knowingly take any action that would make any representation or warranty of Stockholder or Record Holder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder or Record Holder from performing any of Stockholder's its obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, Stockholder Shareholder shall not, directly or indirectly: indirectly (i) except as contemplated by the Transaction Agreements, 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 any such Shareholder's Shares or any interest therein; , (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney or attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any the Shares; , or (iii) take any action that would make any representation or warranty of Stockholder Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder Shareholder from performing any of StockholderShareholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, Stockholder the Shareholder shall not, not directly or indirectly: , (ia) 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 to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Option Shares or any interest therein; (iib) grant any proxies or powers of attorney or attorney, deposit any Option Shares into a voting trust or enter into a voting agreement with respect to any Option Shares; or (iiic) take any action that would make any representation or warranty of Stockholder the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder the Shareholder from performing any of Stockholderthe Shareholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, 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 the such Stockholder's Shares or any interest therein; (ii) grant any proxies or powers of attorney or attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; 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 any of such Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreementhereby, the Stockholder shall not, directly or indirectly: not (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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the its Owned Shares or any interest therein; except to its affiliates, which Owned Shares will remain subject to this Voting Agreement, (ii) grant any proxies or powers of attorney or proxies, deposit any Shares shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any Shares; such Shares or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing any of Stockholder's its obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, The Stockholder shall not, directly or indirectly: 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 the Stockholder's Shares or any interest therein; , (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney or attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any the Shares; , or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing any of the Stockholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by in connection with the arrangements set forth on Schedule I attached to this Agreement, Stockholder shall nothereby agrees, directly or indirectly: while this Agreement is in effect, and except as 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 or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Owned Shares or any interest therein; Stock Options, (ii) grant any proxies or powers of attorney or attorney, deposit any Owned Shares into a voting trust or enter into a voting agreement with respect to any Shares; Owned Shares or (iii) knowingly 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 its obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated by this Agreementhereby, Stockholder shall not, directly or indirectly: 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 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; his Shares, (ii) grant any proxies or proxies, powers of attorney or other authorization or consent, deposit any Shares shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any Shares; such Shares or (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 his obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, Such Stockholder shall not, directly or indirectly: 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 the Shares any such Committed Stock or any interest therein; , (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney or attorney, deposit any Shares Committed Stock into a voting trust or enter into a voting agreement with respect to any Shares; 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 any of such Stockholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated expressly. permitted by this 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) grant any proxies or powers of attorney or deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (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.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, 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 the such Stockholder's Shares or Interests or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney or attorney, deposit any Shares or Interests into a voting trust or enter into a voting agreement with respect to any SharesShares or Interests; 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 any of such Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated required by this Agreement, no Stockholder shall not, directly or indirectlyindirectly without the consent of Acquisition: (iA) 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 Shares such Stockholder's Shares, or any interest therein; , (iiB) grant any proxies or powers of attorney or attorney, deposit any Shares shares into a voting trust or enter into a voting agreement with respect to any Shares; , or (iiiC) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or could reasonably be expected to have the effect of preventing or disabling such Stockholder from performing any of such Stockholder's obligations under this Agreement.