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

Restriction on Transfer, Proxies and Non-Interference. Except as applicable in connection with the transactions contemplated by Section 2 hereof, subject to Section 6, no Shareholder shall (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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Shareholder's Shares or Options or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Shares or Options into a voting trust or enter into a voting agreement with respect to any Shares or Options; or (iii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing such Shareholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as applicable in connection with the transactions contemplated by Section 2 hereof, subject to Section 6, no Shareholder shall (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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Shareholder's Shares or Options or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Shares or Options into a voting trust or enter into a voting agreement with respect to any Shares or OptionsShares; or (iii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing such Shareholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as applicable in connection with the transactions contemplated by Section 2 hereof, subject to Section 6no Stockholder shall, no Shareholder shall directly or indirectly: (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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such ShareholderStockholder's Shares or Options or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Shares or Options into a voting trust or enter into a voting agreement with respect to any Shares or OptionsShares; or (iii) take any action that would make any representation or warranty of such Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder Stockholder from performing such Shareholder's obligations under this Agreement.such

Restriction on Transfer, Proxies and Non-Interference. Except as applicable in connection with the transactions contemplated by Section 2 hereofthis Agreement or the Merger Agreement, subject to Section 6, no Shareholder such Principal Stockholder shall not (i) directly or indirectly, 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 such Shareholder's Shares or Options or any interest thereinPrincipal Stockholder’s Shares; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of such Principal Stockholder’s Shares or Options into a voting trust trust, or enter into a voting agreement with respect to any Shares or Optionsof such Principal Stockholder’s Shares; or (iii) take any action that would make any representation or warranty of such Shareholder Principal Stockholder contained herein in this Agreement untrue or incorrect in any material respect or have the effect of preventing or disabling or delaying such Shareholder Principal Stockholder from performing such Shareholder's Principal Stockholder’s obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as applicable in connection with the transactions contemplated by Section 2 hereofSuch Stockholder shall not, subject to Section 6, no Shareholder shall directly or indirectly (i) directly or indirectlyexcept 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 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 Shareholder's Stockholder’s Shares or Options or any interest therein; , (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney, deposit any Shares or Options into a voting trust or enter into a voting agreement with respect to any Shares or Options; the Shares, or (iii) take any action that would make any representation or warranty of such Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder Stockholder from performing such Shareholder's Stockholder’s obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as applicable set forth in connection with Section 8 hereof (in the transactions case of Xxxxxxxxxx), each of the Stockholders hereby agrees, while this Agreement is in effect, and except as contemplated by Section 2 hereofhereby, subject not to Section 6, no Shareholder shall (i) directly or indirectly, 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 such Shareholder's the Covered Shares or Options or any interest therein; Options, (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Covered Shares or Options into a voting trust or enter into a voting agreement with respect to any Covered Shares or Options; or (iii) knowingly take any action that would make any representation or warranty of such Shareholder either of the Stockholders contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder either of the Stockholders from performing such Shareholder's its obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as applicable set forth in connection with the transactions contemplated by Section 2 hereof, 8 hereof (and subject to Section 6the provisions of the Shareholder Agreements), no Shareholder shall Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby or by the Merger Agreement, not to (i) directly or indirectly, 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 such Shareholder's the Covered Shares or Options or any interest therein; Options, (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Covered Shares or Options into a voting trust or enter into a voting agreement with respect to any Covered Shares or Options; or (iii) knowingly take any action that would make any representation or warranty of such Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder Stockholder from performing such Shareholder's its obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as applicable in connection with the transactions contemplated by Section 2 hereof, subject to Section 6, no Such Shareholder shall not (i) except as contemplated in this Agreement, 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Shareholder's Shares or Options Shareholders Securities or any interest thereintherein during the Closing Voting Period; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Shares or Options of such Securities into a voting trust or enter into a voting agreement with respect to any Shares or Optionsof such Securities; or (iii) take any action that would make any representation or warranty of such Shareholder contained herein in this Agreement untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing such Shareholder's obligations under this Agreement.