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

Restriction on Transfer, Proxies and Non-Interference. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the date of termination of this Agreement, 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, or limitation on the voting rights of, any of the Owned Shares (any such action, a “Transfer”), (b) grant any proxies or powers of attorney, deposit any Owned Shares into a voting trust or enter into a voting agreement with respect to any Owned Shares, (c) take any action that would cause any representation or warranty of such 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 action taken in violation of the foregoing sentence shall be null and void and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a 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 Owned 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. Each Except as contemplated herein, Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the date of termination of this Agreement, 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, or limitation on the voting rights of, any of the Owned Shares (any such actionVoting Shares, a “Transfer”)other than to controlled affiliates, (b) grant any proxies or powers of attorney, deposit any Owned Voting Shares into a voting trust or enter into a voting agreement with respect to any Owned Voting Shares, other than to controlled affiliates, (c) take any action that would cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement, Agreement or (d) commit or agree to take any of the foregoing actionsactions prohibited by this sentence. Any action taken in violation transfer of the foregoing sentence Voting Shares not permitted hereby shall be null and void and each void. Stockholder agrees that any such prohibited action transfer may and should be enjoined. If any involuntary Transfer transfer of any of the Owned Voting Shares shall occur (including, but not limited to, a sale by a Stockholder’s 's trustee in any bankruptcy, or a sale to a purchaser at any creditor’s '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 Owned 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 Agreementeffect.

Restriction on Transfer, Proxies and Non-Interference. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the date of termination of this Agreement, not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding other than this Agreement with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Owned Shares (any such action, a “Transfer”)Voting Shares, (b) grant any proxies or powers of attorney, deposit any Owned Voting Shares into a voting trust or enter into a voting agreement with respect to any Owned SharesVoting Shares (or attempt or purport to revoke or supersede the proxy granted to Parent hereunder), (c) take any action that would reasonably could cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its his covenants or other obligations under this Agreement, Agreement or (d) commit or agree to take any of the foregoing actions. Any action taken transfer of any Voting Shares in violation of the foregoing sentence this provision shall be null and void and each Stockholder agrees that any such prohibited action may and should be enjoinedvoid. If any involuntary Transfer transfer of any of the Owned Voting Shares shall occur (including, but not limited to, including a sale by a 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 Owned Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the earlier of (i) the date on which such restrictions, liabilities and rights terminate pursuant to this Agreement and (ii) a valid termination of this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the date of termination of this Agreement, not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding other than this Agreement with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Owned Shares (any such action, a “Transfer”)Subject Shares, (b) grant any proxies or powers of attorney, deposit any Owned Subject Shares into a voting trust or enter into a voting agreement with respect to any Owned SharesSubject Shares (or attempt or purport to revoke or supersede the proxy granted to Parent hereunder), (c) take any action that would reasonably could cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its Stockholder’s covenants or other obligations under this Agreement, Agreement or (d) commit or agree to take any of the foregoing actions. Any action taken transfer of any Subject Shares in violation of the foregoing sentence this provision shall be null and void and each Stockholder agrees that any such prohibited action may and should be enjoinedvoid. If any involuntary Transfer transfer of any of the Owned Subject Shares shall occur (including, but not limited to, including a sale by a 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 Owned Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the earlier of (i) the date on which such restrictions, liabilities and rights terminate pursuant to this Agreement and (ii) a valid termination of this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the date of termination of this Agreement, not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding other than this Agreement with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Owned Shares (any such action, a “Transfer”)Voting Shares, (b) grant any proxies or powers of attorney, deposit any Owned Voting Shares into a voting trust or enter into a voting agreement with respect to any Owned SharesVoting Shares (or attempt or purport to revoke or supersede the proxy granted to Parent hereunder), (c) take any action that would reasonably could cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its her covenants or other obligations under this Agreement, Agreement or (d) commit or agree to take any of the foregoing actions. Any action taken transfer of any Voting Shares in violation of the foregoing sentence this provision shall be null and void and each Stockholder agrees that any such prohibited action may and should be enjoinedvoid. If any involuntary Transfer transfer of any of the Owned Voting Shares shall occur (including, but not limited to, including a sale by a 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 Owned Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the earlier of (i) the date on which such restrictions, liabilities and rights terminate pursuant to this Agreement and (ii) a valid termination of this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Each Except as contemplated herein or in the Voting and Election Agreement, Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the date of termination of this AgreementEffective Time, 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, or limitation on the voting rights of, any of the Owned Shares (any such actionVoting Shares, a “Transfer”)other than to controlled affiliates, (b) grant any proxies or powers of attorney, deposit any Owned Voting Shares into a voting trust or enter into a voting agreement with respect to any Owned Voting Shares, other than to controlled affiliates, (c) take any action that would cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement, Agreement or (d) commit or agree to take any of the foregoing actionsactions prohibited by this sentence. Any action taken in violation transfer of the foregoing sentence Voting Shares not permitted hereby shall be null and void and each void. Stockholder agrees that any such prohibited action transfer may and should be enjoined. If any involuntary Transfer transfer of any of the Owned Voting Shares shall occur (including, but not limited to, a sale by a Stockholder’s 's trustee in any bankruptcy, or a sale to a purchaser at any creditor’s '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 Owned 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 Agreementeffect.

Restriction on Transfer, Proxies and Non-Interference. (i) Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to during the date of termination of this AgreementVoting Period, not to, directly or indirectly, (A) Transfer or agree to (a) sellTransfer, transfer, pledge, encumber, assign cause or otherwise dispose permit any Transfer of, or enter into make 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 ofoffer regarding any Transfer, any of the Owned Shares (of such Stockholder or any other securities of the Company, in each case, other than any such actiontransaction with Parent, a “Transfer”)Merger Sub or any of their respective Affiliates, (bB) grant any proxies or powers of attorneyattorney with respect to the Owned Shares of such Stockholder, deposit any such Owned Shares into a voting trust or enter into a voting agreement with respect to any such Owned Shares, (c) take in each case with respect to any action that would cause vote on the approval and adoption of the Merger Agreement or any representation or warranty other matters set forth in Section 1.1 of such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement, (C) make any public statements that are inconsistent with its support of the Merger Agreement and the transactions contemplated thereby or publicly propose to do any of the foregoing (provided that the foregoing shall in no event require such Stockholder to make any public statements regarding the Merger Agreement and the transactions contemplated thereby other than the joint press release of the Company and Parent announcing the signing of the Merger Agreement in accordance with Section 6.13), or (dD) commit or agree to take any of the foregoing actions. Any action taken in violation of the foregoing sentence shall be null and void and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a 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 shall, to the extent permitted by applicable Law, take and hold such Owned Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the date of termination of this Agreement, not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding other than this Agreement with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Owned Shares (any such action, a “Transfer”)Voting Shares, (b) grant any proxies or powers of attorney, deposit any Owned Voting Shares into a voting trust or enter into a voting agreement with respect to any Owned SharesVoting Shares (or attempt or purport to revoke or supersede the proxy granted to Parent hereunder), (c) take any action that would reasonably could cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its covenants or other obligations under this Agreement, Agreement or (d) commit or agree to take any of the foregoing actions. Any action taken transfer of any Voting Shares in violation of the foregoing sentence this provision shall be null and void and each Stockholder agrees that any such prohibited action may and should be enjoinedvoid. If any involuntary Transfer transfer of any of the Owned Voting Shares shall occur (including, but not limited to, including a sale by a 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 Owned Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the earlier of (i) the date on which such restrictions, liabilities and rights terminate pursuant to this Agreement and (ii) a valid termination of this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Each Stockholder The Shareholder hereby agrees, while this Agreement is in effect, at any time prior to during the date of termination of this AgreementVoting Period, not to to, directly or indirectly, (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, or limitation on the voting rights of, any of the Owned Shares (any such action, a “Transfer”), (b) grant any proxies or powers of attorneyattorney with respect to the Owned Shares, or deposit any such Owned Shares into a voting trust or enter into a voting agreement with respect to any such Owned Shares, in each case with respect to any vote on the approval and adoption of the Merger Agreement or any other matters set forth in Section 1.1 of this Agreement, (c) take subject to Section 4.3, make any action public statements that would cause are inconsistent with the Shareholder's support of the Merger Agreement and the transactions contemplated thereby or publicly propose to do any representation or warranty of the foregoing (provided that the foregoing shall in no event require such Stockholder contained herein Shareholder to become untrue or incorrect or have make any public statements regarding the effect of preventing or disabling Stockholder from performing its obligations under this AgreementMerger Agreement and the transactions contemplated thereby), or (d) commit or agree to take any of the foregoing actions. Any action taken in violation of the foregoing sentence shall be null and void and each Stockholder agrees that any such prohibited action may and should be enjoined. If any involuntary Transfer of any of the Owned Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale)occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall shall, to the extent permitted by applicable Law, take and hold such Owned Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement.