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

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to, directly or indirectly (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) offer for sale, sell, transfer, 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, pledge, encumbrance, assignment or other disposition of, any of the Owned Shares, (ii) grant any proxies, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned 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 such Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. The ----------------------------------------------------- Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to, directly or indirectly (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) offer for sale, sell, transfer, 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, pledge, encumbrance, assignment or other disposition of, any of the Owned Shares, (ii) grant any proxies, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned 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 such Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agrees, while While this Agreement is in effect, and except as contemplated hereby, the Stockholder shall not to, directly or indirectly (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) offer for sale, sell, transfer, 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, pledge, encumbrance, assignment or other disposition of, of any of the Owned SharesShares or any right to receive the Shares (each of the foregoing, a “Transfer”) unless, in connection with such Transfer, the transferee executes an agreement, in form and substance satisfactory to Parent, pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement applicable to the Stockholder and grants to Parent the proxy described in Section 1(b) of this Agreement. While this Agreement is in effect, and except as contemplated hereby, the Stockholder will not (iii) grant any proxies, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares or (iiiii) 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 such the Stockholder's ’s obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not toshall not, directly or indirectly indirectly: (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound as contemplated by the terms hereof in form reasonably satisfactory to Parent) 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 Owned SharesShares or any interest therein other than to the heirs or devisees of the Stockholder or to a trust, partnership, limited liability company or other entity for its benefit, provided that (A) such transferees have acknowledged and agreed in writing to fulfill the obligations of the Stockholder hereunder and (B) Company receives prior written notice of any such transfer, (ii) except as contemplated by this Voting Agreement, grant any proxiesproxies or powers of attorney, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares 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 such Stockholder's its obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agreesExcept as otherwise contemplated by the Merger Agreement or this Agreement, while from and after the date of this Agreement is in effectand ending on the Termination Date, and except as contemplated hereby, not toStockholder will not, directly or indirectly without the consent of Parent in respect of any Acquisition Proposal or otherwise: (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) 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 Subject Shares, or any interest therein, (ii) grant any proxiesproxies or powers of attorney, deposit any of the Owned Subject Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares Subject Shares, (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (iiiii) above, (iv) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or reasonably be expected to have the effect of preventing or disabling the Stockholder from performing such Stockholder's obligations under this AgreementAgreement or (v) request that Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject Shares, except as otherwise contemplated hereby.

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agreesExcept as otherwise contemplated by the Merger Agreement or this Agreement, while from and after the date of this Agreement is in effectand ending on the Termination Date, and except as contemplated hereby, not tothe Stockholder shall not, directly or indirectly without the consent of Parent in respect of any Acquisition Proposal or otherwise: (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to ParentA) 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 ofof (each, a "Transfer"), any or all of the Owned Shares, or any interest therein, (iiB) grant any proxiesproxies or powers of attorney, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any Shares, (C) enter into any agreement or arrangement providing for any of the Owned Shares actions described in clause (A) or (iiiB) above or (D) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or reasonably be expected to have the effect of preventing or disabling the Stockholder from performing such the Stockholder's obligations under this Agreement; provided, however, the Stockholder may, without the consent of Parent, (x) Transfer his Shares to members of his family and/or Affiliates, further provided, however, that such transferees agree to be bound by the terms of this Agreement; (y) pledge or encumber all or any portion of the Shares in connection with a bona fide lending transaction with any institutional lender that is not entered into in connection with an Acquisition Proposal; and (z) engage in an Equity Hedging Transaction.

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agrees, while While this Agreement is in effect, and except as contemplated hereby, the Stockholder shall not to, directly or indirectly (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) offer for sale, sell, transfer, 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, pledge, encumbrance, assignment or “other disposition of, of any of the Owned SharesShares or any right to receive the Shares (each of the foregoing, a “Transfer”) unless, in connection with such Transfer, the transferee executes an agreement, in form and substance satisfactory to Parent, pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement applicable to the Stockholder and grants to Parent the proxy described in Section 1(b) of this Agreement. While this Agreement is in effect, and except as contemplated hereby, the Stockholder will not (iii) grant any proxies, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares or (iiiii) 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 such the Stockholder's ’s obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. The Except in connection with any arrangements set forth on Schedule I attached to this Agreement, Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to, directly or indirectly to (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) offer for sale, sell, transfer, 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, pledge, encumbrance, assignment or other disposition of, any of the Owned SharesShares or Warrants (other than the exercise of Warrants and options to purchase shares of Company Common Stock) except, in each case, to any person or entity who shall agree to be bound by all of the terms and conditions of this Agreement and the Stockholder shall deliver a duly executed copy of the Agreement to Parent to evidence such Agreement prior to any such sale, transfer, pledge, encumbrance, assignment or other disposition, (ii) grant any proxiesproxies or powers of attorney, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares that is inconsistent with the terms hereof or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing such Stockholder's its obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. The At any time during the period (the “Lock-Up Period”) from the date hereof until the earlier of (i) one hundred and eighty (180) days following the closing of the Merger or (ii) the termination of the Merger Agreement, such Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not toshall not, directly or indirectly indirectly, (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family a Permitted Transfer (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound as defined below) and except as contemplated by the terms hereof in form reasonably satisfactory to Parent) 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 Stockholder’s Shares, or any interest therein, whether such shares are held by such Stockholder as of the Owned date hereof or are acquired by such Stockholder from and after the date hereof, whether in connection with the merger or otherwise (together with the Shares, the “Lock-Up Shares”), (ii) except as contemplated by this Voting Agreement, grant any proxiesproxies or powers of attorney, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares Lock-Up Shares, or (iii) take any action that would make any representation or warranty of the such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the such Stockholder from performing such Stockholder's ’s obligations under this Voting Agreement.