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

Restriction on Transfer, Proxies and Non. INTERFERENCE. Beginning on the date hereof and ending on the last date the Stock Option is exercisable pursuant to Section 4 hereof, except as expressly contemplated by this Agreement, the Stockholder shall not (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, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Stockholder's Shares and Company Securities or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; provided, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 hereof on the date of the transfer of such Shares and/or Company Securities; (ii) grant any proxies or powers of attorney (except for powers of attorney granted to Affiliates of the Stockholder solely for administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement), deposit any Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company Securities; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing the Stockholder from performing the Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non. INTERFERENCE. Beginning on the date hereof and ending on the last date the Stock Option is exercisable pursuant to Section 4 hereof, except as expressly contemplated by this Agreement, the Stockholder shall not (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, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Stockholder's Shares and Company Securities or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; provided, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 4 hereof on the date of the such transfer of such Shares and/or Company SecuritiesShares; (ii) grant any proxies or powers of attorney (except for powers of attorney granted to Affiliates of the Stockholder solely for purely administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement), deposit any Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company SecuritiesShares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing the Stockholder from performing the Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non. INTERFERENCEInterference. Beginning on From and after the date hereof of this Agreement and ending on as of the last date first to occur of the Stock Option is exercisable pursuant to Section 4 hereof, except as expressly contemplated by this AgreementEffective Time or the first anniversary of the Termination Date, the Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of the Stockholder's Shares not (i) to, directly or indirectly, without the consent of Parent, in respect of any Acquisition Proposal or otherwise: (A) 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 the Stockholder's Shares and Company Securities Shares, or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; provided, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 hereof on the date of the transfer of such Shares and/or Company Securities; (iiB) grant any proxies or powers of attorney (except for powers of attorney granted to Affiliates of the Stockholder solely for administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement)attorney, deposit any Stockholder's Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company Securities; Stockholder's Shares, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (iiiB) above or (D) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement; provided, however, the Stockholder may, without the consent of Parent, pledge or encumber all or any portion of the Stockholder's Shares in connection with a bonafide lending transaction with any institutional lender that is not entered into in connection with an Acquisition Proposal, if such lending transaction provides that the lender shall give Parent at least 15 business days prior notice before taking any sale or foreclosure actions in respect of such pledged or encumbered Stockholder's Shares and shall during such time period extend Parent, or its designee, the right to cure, support, purchase or acquire the loan secured by such pledge or encumbrance upon such terms as may be mutually agreed upon. The Stockholder shall provide the Parent with copies of all agreements evidencing the above required provisions.

Restriction on Transfer, Proxies and Non. INTERFERENCEInterference. Beginning on the date hereof and ending on the last date the Stock Option is exercisable pursuant to Section 4 hereof, except as expressly contemplated by this Agreement, the Stockholder shall not (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, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Stockholder's Shares and Company Securities or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; provided, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 4 hereof on the date of the such transfer of such Shares and/or Company SecuritiesShares; (ii) grant any proxies or powers of attorney (except for powers of attorney granted to Affiliates of the Stockholder solely for purely administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement), deposit any Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company SecuritiesShares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing the Stockholder from performing the Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non. INTERFERENCEInterference. Beginning on From and after the date hereof of this Agreement and ending on as of the last date first to occur of the Stock Option is exercisable pursuant to Section 4 hereof, except as expressly contemplated by this AgreementEffective Time or the first anniversary of the Termination Date, the Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of the Stockholder's Shares not (i) to, directly or indirectly, without the consent of Parent, in respect of any Acquisition Proposal or otherwise: (A) 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 the Stockholder's Shares and Company Securities Shares, or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; provided, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 hereof on the date of the transfer of such Shares and/or Company Securities; (iiB) grant any proxies or powers of attorney (except for powers of attorney granted to Affiliates of the Stockholder solely for administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement)attorney, deposit any Stockholder's Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company Securities; Stockholder's Shares, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (iiiB) above or (D) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement.; provided, however, the Stockholder may, without the consent of Parent, pledge or encumber all or any portion of the Stockholder's Shares in connection with a bonafide lending transaction with any institutional lender that is not entered into in connection with an Acquisition Proposal, if such lending transaction provides that the lender shall give Parent at least 15 business days prior notice before taking any sale or foreclosure actions in respect of such pledged or encumbered Stockholder's Shares and shall during such time period extend Parent, or its designee, the right to cure, support, purchase or acquire the loan secured by such pledge or encumbrance upon such terms as may be mutually agreed

Restriction on Transfer, Proxies and Non. INTERFERENCE. Beginning on Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the date hereof and ending on the last date the Stock Option is exercisable pursuant Effective Time, not to Section 4 hereof, except as expressly contemplated by this Agreement, the Stockholder shall not (a) (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumberencumber (except due to this Agreement), 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, or limitation on the voting rights of, any or all of such Stockholder's Shares and Company Securities or any interest therein; the Voting Shares, provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; provided, further that such transferee shall have become a party to nothing in this Agreement (shall prohibit the exercise by Stockholder of any options to purchase Voting Shares or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 hereof on the date of the transfer of such Shares and/or Company Securities; (ii) convert any shares of Preferred Stock into shares of Common Stock, (b) grant any proxies or powers of attorney (except for powers of attorney granted to Affiliates of the Stockholder solely for administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement)attorney, deposit any Voting Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company Securities; or Voting Shares, (iiic) take any action that would make cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect or have the effect of preventing the or disabling Stockholder from performing the Stockholder's its obligations under this Agreement or (d) commit or agree to take any of the foregoing actions. Any transfer of Voting Shares not permitted hereby shall be null and void. Stockholder agrees that any such prohibited transfer may and should be enjoined. If any involuntary transfer of any of the Voting Shares shall occur (including, but not limited to, a sale by Stockholder's trustee in any bankruptcy, or a sale to a purchaser at any creditor's or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

Restriction on Transfer, Proxies and Non. INTERFERENCE. Beginning on So long as the date hereof Board of Directors of the Company and ending on the last date Company have not exercised their respective rights specified in Sections 6.5(c) and 11.1(c) of the Stock Option is exercisable pursuant to Section 4 hereof, except as expressly contemplated by this Merger Agreement, the such Stockholder shall not directly: (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 Stockholder's Shares and Company Securities or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; provided, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 hereof on the date of the transfer of such Shares and/or Company Securities; (ii) grant any proxies or powers of attorney (except for powers with respect to the subject matter of attorney granted to Affiliates of the Stockholder solely for administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement), deposit any Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company SecuritiesShares; or (iii) take any action that would would, as determined in the sole discretion of such Stockholder, be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or that would, as determined in the sole discretion of such Stockholder, have the effect of preventing the or disabling such Stockholder from performing the such Stockholder's obligations under this Agreement. During the term of this Agreement, the foregoing restrictions shall not prohibit a transfer of Shares (i) in the case of an individual, (A) to such Stockholder's spouse, (B) lineal descendants of the Stockholder, (C) to a trust which is substantially for the benefit of such Stockholder, Stockholder's spouse or any lineal descendants of the Stockholder, or (D) a transfer of Shares upon the death of such Stockholder; (ii) in the case of a Stockholder holding Shares as a trustee, to a substitute trustee; (iii) publicly in an amount not to exceed, in the aggregate, 10,000 Shares; (iv) as a pledge in connection with a margin loan provided the Shares so pledged do not exceed 10,000; or (v) pursuant to the terms and provisions of that certain Pledge Agreement, dated as of May 1, 1997, (the "Pledge Agreement") by and between Xxxx Xxxx and Xxxxx Xxxx, on the one hand, and Trimark Pictures, Inc., on the other hand; PROVIDED, HOWEVER, that any transferee with respect to a transfer permitted under clauses (i), (ii) and (iv) shall, as a precondition to such transfer, agree in a writing delivered to Parent, to be bound by the terms and conditions of this Agreement and with respect to a transfer permitted under clause (v), such Stockholder shall not have agreed to any amendment to the Pledge Agreement which would allow the pledged Shares to remain issued and outstanding after such transfer.

Restriction on Transfer, Proxies and Non. INTERFERENCEInterference. Beginning on the date hereof and ending on the last date the Stock Option is exercisable pursuant to Section 4 hereof, except as expressly contemplated by this Agreement, the Stockholder shall not (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, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Stockholder's Shares and Company Securities or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; provided, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 hereof on the date of the transfer of such Shares and/or Company Securities; (ii) grant any proxies or powers of attorney (except for powers of attorney granted to Affiliates of the Stockholder solely for administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement), deposit any Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company Securities; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing the Stockholder from performing the Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non. INTERFERENCE. Beginning on the date hereof and ending on the last date the Stock Option is exercisable pursuant to . (a) Except as set forth in Section 4 hereof, except as expressly contemplated by this Agreement4.1(b), the Stockholder shall hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to (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, transfer, tender, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any or all of such Stockholder's Shares and Company Securities or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; providedVoting Shares, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 hereof on the date of the transfer of such Shares and/or Company Securities; (ii) grant any proxies or powers of attorney (except for powers of attorney granted other than that which may arise pursuant to Affiliates of the Stockholder solely for administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement)Section 1.2, deposit any Voting Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company Securities; or Voting Shares, (iii) take any action that would make cause any representation or warranty of such Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement or (iv) commit or agree to take any of the foregoing actions. Any transfer of Voting Shares not permitted hereby shall be null and void. The Stockholder agrees that any such prohibited transfer may and should be enjoined if any involuntary transfer of any of the Voting Shares shall occur (including, but not limited to, a sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Voting Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. (b) This Agreement shall not restrict the Stockholder from performing (i) using Voting Shares as collateral or a pledge for borrowings from a financial institution, provided such financial institution agrees in writing with the Company to be bound by all of the terms hereof; or (ii) transferring Voting Shares to other entities controlled by such Stockholder's obligations under , or in connection with tax or financial planning, provided that any such transferee agrees in writing with the Company to be bound by all of the terms of this Agreement.

Restriction on Transfer, Proxies and Non. INTERFERENCE. Beginning on Except with the date hereof and ending on prior written consent of each Director Party, such Designated Stockholder hereby agrees, during the last date the Stock Option is exercisable pursuant Standstill Period, not to Section 4 hereof, except as expressly contemplated by this Agreement, the Stockholder shall not (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, transfer, tender, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any or all of such Stockholder's Shares and Company Securities or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; providedShares, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 hereof on the date of the transfer of such Shares and/or Company Securities; (ii) grant any proxies or powers of attorney (except for powers of attorney granted to Affiliates of the Stockholder solely for administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement)attorney, deposit any Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company Securities; or Shares, (iii) take any action that would make cause any representation or warranty of such Designated Stockholder contained herein to become untrue or incorrect or have the effect of preventing the or disabling such Designated Stockholder from performing the Stockholder's its obligations under this Agreement or (iv) commit or agree to take any of the actions prohibited by this sentence. Notwithstanding the foregoing sentence, following the expiration of the lock-up period specified in that certain Lock-Up Agreement, dated [November 29, 2001,] executed by such Designated Stockholder in connection with the merger of Lipid Sciences, Inc., a privately-held Delaware corporation, with and into NZ Corporation, an Arizona corporation, such Designated Stockholder may sell Shares pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), provided that (i) each such sale satisfies all of the requirements of Rule 144 of the Securities Act, including the requirements under Rule 144(f) of the Securities Act that such Shares be sold in "brokers' transaction" within the meaning of Section 4(4) of the Securities Act or in transactions directly with a "market maker," as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934, as amended, (ii) such Designated Stockholder provides the Company with written notice at least two business days prior to any such sale, which notice shall provide the date of such proposed sale and the number of Shares that are proposed to be sold and (iii) such Designated Stockholder provides to the Company's transfer agent any documents or opinions that may be requested by such transfer agent in connection with such sale. Any transfer of Shares not permitted hereby shall be null and void. Such Designated Stockholder agrees that any such prohibited transfer may and should be enjoined. If any involuntary transfer of any of the Shares shall occur (including, but not limited to, a sale by such Designated Stockholder's trustee in any bankruptcy, or a sale to a purchaser at any creditor's or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect.

Restriction on Transfer, Proxies and Non. INTERFERENCEInterference. Beginning on From and after the date hereof of this Agreement and ending on as of the last date first to occur of the Stock Option is exercisable pursuant to Section 4 hereof, except as expressly contemplated by this AgreementEffective Time or the first anniversary of the Termination Date, the Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of the Stockholder's Shares not (i) to, directly or indirectly, indirectly without the consent of Parent in respect of any Acquisition Proposal or otherwise: (A) 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 the Stockholder's Shares and Company Securities Shares, or any interest therein; provided that the Stockholder may transfer any Shares and/or Company Securities to any Affiliate of the Stockholder; provided, further that such transferee shall have become a party to this Agreement (or an agreement identical to this Agreement) and shall be deemed to make all representations and warranties set forth in paragraph 5 hereof on the date of the transfer of such Shares and/or Company Securities; (iiB) grant any proxies or powers of attorney (except for powers of attorney granted to Affiliates of the Stockholder solely for administrative purposes and which require the holder thereof to vote any and all Shares subject to such powers in accordance with this Agreement)attorney, deposit any Stockholder's Shares and/or Company Securities into a voting trust or enter into a voting agreement with respect to any Shares and/or Company Securities; Stockholder's Shares, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (iiiB) above or (D) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement; provided, however, the Stockholder may, without the consent of Parent, pledge or encumber all or any portion of the Stockholder's Shares in connection with a bonafide lending transaction with any institutional lender that is not entered into in connection with an Acquisition Proposal, if such lending transaction provides that the lender shall give Parent at least 15 business days prior notice before taking any sale or foreclosure actions in respect of such pledged or encumbered the Stockholder's Shares and shall during such time period extend Parent, or its designee, the right to cure, support, purchase or acquire the loan secured by such pledge or encumbrance upon such terms as may be mutually agreed upon. The Stockholder shall provide the Parent with copies of all agreements evidencing the above required provisions.