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, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not, 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 Xxxxxx 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 obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with Xxxxxx, if any, as in effect as of the date hereof, and (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of Xxxxxx Options after the date hereof.

Restriction on Transfer, Proxies and Non-Interference. 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, Stockholder Shareholder shall not, 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 Shareholder under this Agreement, (iii) request that Xxxxxx Intentia 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 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 Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with Xxxxxx, if any, as in effect as of the date hereof, and (B) Stockholder Shareholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of Xxxxxx Options Intentia options or warrants, provided that such exercise occurs after the termination of the restrictions described in Section 3(iii) below and (B) in the event of the termination of the Transaction Agreement, Shareholder may sell Shares at any time during the period commencing on the date hereofof such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clause (A)) of up to 25% of the Shares.” 3. Section 3 of the Shareholder Irrevocable Undertaking is amended and restated in its entirety as follows:

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times At any time during the period commencing with (the execution and delivery of this Agreement and continuing “Lock-Up Period”) from the date hereof until the Expiration Dateearlier of (i) one hundred and eighty (180) days following the closing of the Merger or (ii) the termination of the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) cause except for a Permitted Transfer (as defined below) and except as contemplated by the merger agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or permit otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the Transfer 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, or any or all of any such Stockholder’s shares of NeoStem Common Stock or NeoStem Preferred Stock, or any interest therein, whether such shares are held by such Stockholder as of the Shares to be effecteddate hereof or are acquired by such Stockholder from and after the date hereof, whether in connection with the merger or discuss, negotiate or make any offer regarding any Transfer of any of otherwise (together with the Shares, the “Lock-Up Shares”), (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney with respect to any of the Sharesattorney, 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 Xxxxxx register the Transfer of any certificate or uncertificated interest representing any of the Lock-Up Shares, or (iviii) 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 such Stockholder from performing any of such Stockholder’s obligations under this Voting Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with Xxxxxx, if any, as in effect as of the date hereof, and (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of Xxxxxx Options after the date hereof.

Restriction on Transfer, Proxies and Non-Interference. 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, Stockholder Shareholder shall not, 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 Shareholder under this Agreement, (iii) request that Xxxxxx Intentia 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 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 Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with Xxxxxx, if any, as in effect as of the date hereof, and (B) Stockholder Shareholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of Xxxxxx Options Intentia options or warrants after the date hereof.

Restriction on Transfer, Proxies and Non-Interference. 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, Stockholder shall not, 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 Xxxxxx Lxxxxx 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 obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with XxxxxxLxxxxx, if any, as in effect as of the date hereof, and (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of Xxxxxx Lxxxxx Options after the date hereof.

Restriction on Transfer, Proxies and Non-Interference. Except Each of the Stockholders hereby agrees, except as expressly contemplated by this Agreementthe Rollover Commitment Letter, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, Stockholder shall not, directly or indirectly, not to (i) cause sell, transfer, pledge, encumber, assign or permit otherwise dispose of, or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares to be effectedCovered Shares, the Options or the RSUs, 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 Xxxxxx register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) knowingly take any action that would make any representation or warranty of Stockholder any of the Stockholders contained herein untrue or incorrect, incorrect or have the effect of preventing or disabling Stockholder any of the Stockholders from performing any of Stockholder’s his or its obligations under this Agreement. Notwithstanding the foregoing foregoing, the 1993 Trust may make transfers of its Covered Shares for estate planning or anything similar purposes to Xxxx Xxxxx and/or any trusts solely for the benefit of Xxxx Xxxxx and/or the spouse and descendants of Xxxx Xxxxx so long as the 1993 Trust retains sole control over the voting and disposition of such Covered Shares and agrees in writing to continue to vote such Covered Shares in accordance with this Agreement; provided, however, that, prior to and as a condition to the contrary set forth in effectiveness of any such transfer, each such Person to whom any of such Covered Shares is to transferred shall have executed and delivered to Parent a counterpart of this Agreement pursuant to which such Person shall agree to be bound by all the terms and provisions of this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with Xxxxxx, if any, as in effect as of the date hereof, and (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of Xxxxxx Options after the date hereof.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated by this Agreement, at all times At any time during the period commencing with (the execution and delivery of this Agreement and continuing "Lock-Up Period") from the date hereof until the Expiration Dateearlier of (i) one hundred and eighty (180) days following the closing of the Merger or (ii) the termination of the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) cause except for a Permitted Transfer (as defined below) and except as contemplated by the merger agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or permit otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the Transfer 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, or any or all of any such Stockholder's shares of NeoStem Common Stock or NeoStem Preferred Stock, or any interest therein, whether such shares are held by such Stockholder as of the Shares to be effecteddate hereof or are acquired by such Stockholder from and after the date hereof, whether in connection with the merger or discuss, negotiate or make any offer regarding any Transfer of any of otherwise (together with the Shares, the "Lock-Up Shares"), (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney with respect to any of the Sharesattorney, 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 Xxxxxx register the Transfer of any certificate or uncertificated interest representing any of the Lock-Up Shares, or (iviii) 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 such Stockholder from performing any of such Stockholder’s 's obligations under this Voting Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder may Transfer any or all of the Shares pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or arrangement with Xxxxxx, if any, as in effect as of the date hereof, and (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of Xxxxxx Options after the date hereof.

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, at all times during the period commencing with the execution and delivery of Stockholder hereby agrees, while this Agreement is in effect, and continuing until the Expiration Dateexcept as contemplated hereby, Stockholder shall not, directly or indirectly, not to (i) cause sell, transfer, pledge, encumber, assign or permit otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the Transfer of sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Owned Shares to be effected, or discuss, negotiate or make any offer regarding any Transfer Stock Options (other than the exercise of any of the SharesStock Options), (ii) grant any proxies or powers of attorney with respect to any of the Sharesattorney, deposit any of the Owned Shares into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Owned Shares in contravention of the obligations of Stockholder under this Agreement, or (iii) request that Xxxxxx register the Transfer of any certificate or uncertificated interest representing any of the Shares, or (iv) knowingly take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect, incorrect in any material respect or have the effect of preventing or disabling Stockholder from performing any of Stockholder’s its obligations under this Agreement. Notwithstanding the foregoing restrictions and prohibitions on the trading of Owned Shares or anything to the contrary Stock Options set forth in this Section 5(b) and elsewhere in this Agreement, (A) Stockholder may Transfer any or all of the shall be permitted to effect transactions with respect to Owned Shares and Stock Options pursuant to, and permitted under, approved trading plans established under Rule 10b5-1 promulgated under the Exchange Act (“Trading Plans”), provided that such Trading Plans shall be in accordance with, the terms of Stockholder’s 10b-5 plan place on or arrangement with Xxxxxx, if any, as in effect as of prior to the date hereof, and (B) Stockholder may sell Shares for cash to the extent necessary to pay taxes incurred as a direct result of the exercise of Xxxxxx Options after the date hereofthis Agreement.