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

Restriction on Transfer, Proxies and Non. INTERFERENCE. Except as expressly permitted by this Agreement or pursuant to the Merger Agreement, Stockholder shall not, directly or indirectly: (i) 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, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares with respect to which Stockholder has voting power or any interest therein; (ii) grant any proxies or powers of attorney or deposit any Shares with respect to which Stockholder has voting power into a voting trust or enter into a voting agreement with respect to any Shares with respect to which Stockholder has voting power; (iii) 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; or (iv) exercise any option to purchase any shares of Common Stock, including, but not limited to, the Options.

Restriction on Transfer, Proxies and Non. INTERFERENCE. Except as expressly permitted by Stockholder hereby agrees, while this Agreement or pursuant to the Merger Agreementis in effect, Stockholder shall notand except as contemplated hereby, not to, directly or indirectly: , (i) offer for saleto sell, sell, tender, transfer, tender, pledge, encumber, assign or otherwise dispose ofof (collectively, "TRANSFER") or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition Transfer of, any or all of the Shares with respect to which Stockholder has voting power Shares, or any interest therein; , to any Person other than pursuant to the Offer, (ii) except as contemplated by the Voting Agreement, grant any proxies or powers of attorney or deposit any Shares with respect to which the Stockholder has voting power Shares, deposit any Stockholder Shares into a voting trust or enter into a voting agreement with respect to any Shares with respect to which Stockholder has voting power; Shares, or any interest in the 7 7 foregoing, (iii) 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 its obligations under this Agreement; Agreement or (iv) exercise commit or agree to take any option to purchase any shares of Common Stock, including, but not limited to, the Optionsforegoing.