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

Restriction on Transfer, Proxies and Non-Interference. Each Unitholder hereby agrees, during the Agreement Term, not to, directly or indirectly, (i) 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 such Unitholder’s Covered Units (any such action, a “Transfer”), (ii) grant any proxies or powers of attorney with respect to the Covered Units of such Unitholder, deposit any such Covered Units into a voting trust or enter into a voting agreement with respect to any such Covered Units, in each case with respect to any vote on the approval and/or adoption of the Master Transaction Agreement or any other matters set forth in Section 1.1, (iii) form or join any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act) with any Persons with respect to any securities of Member (other than, if any, pursuant to this Agreement) or (iv) commit or agree to take any of the foregoing actions during the Agreement Term; provided that, the foregoing notwithstanding, the following Transfers are permitted: (A) Transfers of Covered Units to any Person who has agreed in writing (the form and substance of which is reasonably acceptable to Parent) to be bound by the terms of this Agreement in respect of the Covered Units Transferred; (B) Transfers of a sufficient number of Covered Units to cover tax withholding obligations resulting from the vesting of any equity awards in the Member or the exercise of any options to purchase equity of the Member; and (B) Transfers of Covered Units with Parent’s prior written consent. Any Transfer (or purported Transfer) in breach of this Agreement shall be null and void and of no force or effect.

Restriction on Transfer, Proxies and Non-Interference. Each Unitholder Stockholder hereby agrees, during the Agreement Term, not to, directly or indirectly, (i) 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 such UnitholderStockholder’s Covered Units Shares (any such action, a “Transfer”), (ii) grant any proxies or powers of attorney with respect to the Covered Units Shares of such UnitholderStockholder, deposit any such Covered Units Shares into a voting trust or enter into a voting agreement with respect to any such Covered UnitsShares, in each case with respect to any vote on the approval and/or adoption of the Master Transaction Agreement Parent Voting Matters or any other matters set forth in Section 1.1, (iii) form or join any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act) with any Persons with respect to any securities of Member Parent (other than, if any, pursuant to this Agreement) or (iv) commit or agree to take any of the foregoing actions during the Agreement Term; provided that, the foregoing notwithstanding, the following Transfers are permitted: (A) Transfers of Covered Units Shares to any Person who has agreed in writing (the form and substance of which is reasonably acceptable to Parentthe Member) to be bound by the terms of this Agreement in respect of the such Covered Units Shares Transferred; (B) Transfers of a sufficient number of Covered Units Shares to cover the tax withholding obligations resulting from the vesting of any equity awards in the Member Parent or the exercise of any options to purchase equity of the MemberParent; and (BC) Transfers of Covered Units Shares with Parentthe Member’s prior written consent. Any Transfer (or purported Transfer) in breach of this Agreement shall be null and void and of no force or effect.

Restriction on Transfer, Proxies and Non-Interference. Each Unitholder The Stockholder hereby agrees, during the Agreement Term, not to, directly or indirectly, (i) 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 such Unitholder’s Covered Units the Owned Shares or any economic interest therein (any such action, a “Transfer”), (ii) grant any proxies or powers of attorney with respect to the Covered Units Owned Shares of such Unitholderthe Stockholder, deposit any such Covered Units Owned Shares into a voting trust or enter into a voting agreement with respect to any such Covered UnitsOwned Shares, in each case with respect to any vote on the approval and/or and adoption of the Master Transaction Merger Agreement or any other matters set forth in Section 1.11.1 of this Agreement, (iii) form acquire, offer or join propose to acquire or agree to acquire, directly or indirectly, any additional securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) of the Company, (iv) form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act) with any Persons persons with respect to any securities of Member (other than, if any, pursuant to this Agreement) the Company or (ivv) commit or agree to take any of the foregoing actions during the Agreement Term; provided that, the foregoing notwithstanding, the following Transfers are permitted: (A) Transfers of Covered Units Owned Shares to any Person Affiliate of the Stockholder who has agreed in writing (the form and substance of which is reasonably acceptable to Parent) to be bound by the terms of this Agreement in respect of the Covered Units Transferred; (B) Transfers of a sufficient number of Covered Units to cover tax withholding obligations resulting from the vesting of any equity awards in the Member or the exercise of any options to purchase equity of the MemberAgreement; and (B) Transfers of Covered Units Owned Shares with Parent’s prior written consent. Any Transfer (or purported Transfer) in breach of this Agreement shall be null and void and of no force or effect.

Restriction on Transfer, Proxies and Non-Interference. Each Unitholder Stockholder hereby agrees, during the Agreement Term, not to, directly or indirectly, (ia) 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 such Unitholder’s Covered Units the Owned Shares or any economic interest therein (any such action, a “Transfer”), (iib) grant any proxies or powers of attorney with respect to the Covered Units Owned Shares of such UnitholderStockholder, deposit any such Covered Units Owned Shares into a voting trust or enter into a voting agreement with respect to any such Covered UnitsOwned Shares, in each case with respect to any vote on the approval and/or and adoption of the Master Transaction Merger Agreement or any other matters set forth in Section 1.11.1 of this Agreement, (iiic) form form, join, encourage, influence, advise or join in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act) with any Persons persons with respect to any securities of Member (other thanthe Company, if any, pursuant to this Agreement) or (ivd) commit or agree to take any of the foregoing actions during the Agreement Term; provided provided, that, the foregoing notwithstanding, the following Transfers are permitted: (Ai) Transfers of Covered Units Owned Shares to any Person Affiliate of such Stockholder who has agreed in writing (the form and substance of which is reasonably acceptable to Parent) to be bound by the terms of this Agreement in respect of the Covered Units TransferredAgreement; or (Bii) Transfers of a sufficient number of Covered Units to cover tax withholding obligations resulting from the vesting of any equity awards in the Member or the exercise of any options to purchase equity of the Member; and (B) Transfers of Covered Units Owned Shares with Parent’s prior written consent. Any Transfer (or purported Transfer) in breach of this Agreement shall be null and void and of no force or effect.

Restriction on Transfer, Proxies and Non-Interference. Each Unitholder Stockholder hereby agrees, during the Agreement Term, not to, directly or indirectly, (ia) 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 such Unitholder’s Covered Units the Owned Shares or any economic interest therein (any such action, a “Transfer”), (iib) grant any proxies or powers of attorney with respect to the Covered Units Owned Shares of such UnitholderStockholder, deposit any such Covered Units Owned Shares into a voting trust or enter into a voting agreement with respect to any such Covered UnitsOwned Shares, in each case with respect to any vote on the approval and/or and adoption of the Master Transaction Merger Agreement or any other matters set forth in Section 1.11.1 of this Agreement, (iiic) form form, join, encourage, influence, advise or join in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act) with any Persons persons with respect to any securities of Member (other thanthe Company, if any, pursuant to this Agreement) or (ivd) commit or agree to take any of the foregoing actions during the Agreement Term; provided provided, that, the foregoing notwithstanding, the following Transfers are permitted: (Ai) Transfers of Covered Units Owned Shares to any Person Affiliate of such Stockholder who has agreed in writing (the form and substance of which is reasonably acceptable to Parent) to be bound by the terms of this Agreement in respect of the Covered Units TransferredAgreement; or (Bii) Transfers of a sufficient number of Covered Units to cover tax withholding obligations resulting from the vesting of any equity awards in the Member or the exercise of any options to purchase equity of the Member; and (B) Transfers of Covered Units Owned Shares with Parent’s prior written consent. Any Transfer (or purported Transfer) in breach of this Agreement shall be null and void and of no force or effect.4ï13