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, (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, (C) Stockholder may sell Shares at any time prior to the termination of the Transaction Agreement in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 3% of the Shares, and (D) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A), (B) and (C)) of up to 25% of the Shares.”

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, (C) Stockholder may sell Shares at any time prior to the termination of the Transaction Agreement in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 3% of the Shares, and (D) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A), (B) and (C)) of up to 25% of the Shares.”

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, (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 date hereof, (C) Stockholder may sell Shares at any time prior to the termination of the Transaction Agreement restrictions described in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (ASection 3(iii) below and (B)) of up to 3% of the Shares, and (D) in the event of the termination of the Transaction Agreement, Stockholder Shareholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses clause (A), (B) and (C)) of up to 25% of the Shares.”

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, (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, (C) Stockholder may sell Shares at any time prior to the termination of the Transaction Agreement in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 3% of the Shares, and (D) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A), (B) and (C)) of up to 25% of the Shares.”

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, (C) Stockholder may sell Shares at any time prior to the termination of the Transaction Agreement in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 3% of the Shares, and (D) in the event of the termination of the Transaction Agreement, Stockholder may sell Shares at any time during the period commencing on the date of such termination and ending on the Expiration Date in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A), (B) and (C)) of up to 25% of the Shares.”

Restriction on Transfer, Proxies and Non-Interference. Except as expressly otherwise contemplated by the Merger Agreement or this Agreement, at all times during from and after the period commencing with the execution and delivery date of this Agreement and continuing until the Expiration Termination Date, Stockholder shall will not, directly or indirectly, without the prior written consent of Buyer in respect of any Alternative Proposal or otherwise: (i) cause offer for sale, sell, transfer, tender, pledge, encumber, assign or permit otherwise in any way dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the Transfer of offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or any other disposition of, any or all of the Subject Shares to be effected(collectively, “Transfer”), or discuss, negotiate or make any offer regarding any Transfer of any of the Sharesinterest therein, (ii) grant any proxies or powers of attorney with respect to any of the Sharesattorney, deposit any of the Subject 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 AgreementSubject Shares, (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above, (iv) take any action that would reasonably be expected to have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement or (v) request that Xxxxxx Company register the Transfer transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject 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 Agreementexcept as otherwise contemplated hereby. Notwithstanding the foregoing provisions of this Section 3(f), if the Acceptance Date has not occurred on or anything to the contrary set forth in this Agreementbefore February 28, (A) 2003, 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, (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, (C) Stockholder may sell Shares at any time prior to the termination of the Transaction Agreement in an aggregate amount (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A) and (B)) of up to 315% of the Subject Shares then owned by Stockholder (the “Transfer Shares”); provided that during any consecutive ninety (90)-day period following February 28, and (D) in the event of the termination of the Transaction Agreement2003, Stockholder may sell Shares at any time during not Transfer in a transaction not intended to qualify under the period commencing on requirements of Rule 144 of the date Securities Act of such termination and ending on the Expiration Date in an aggregate amount 1933, as amended (including for these purposes any amounts sold pursuant to the immediately preceding clauses (A“Rule 144”), a number of Transfer Shares that exceeds the aggregate number of Transfer Shares minus the number of Transfer Shares that may be sold under Rule 144 during such ninety (B) and (C)) of up to 25% of the Shares90)-day period.”