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

Restriction on Transfer, Proxies and Non. Interference. Such Stockholder shall not, directly or indirectly (i) 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 Committed Stock or any interest therein, (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney, deposit any Committed Stock into a voting trust or enter into a voting agreement with respect to the Committed Stock, 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 or disabling such Stockholder from performing such Stockholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non. Interference. Such Stockholder shall not, directly or indirectly (i) 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 Committed Stock Stockholder's Shares or any interest therein, (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney, deposit any Committed Stock Shares into a voting trust or enter into a voting agreement with respect to the Committed StockShares, 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 or disabling such Stockholder from performing such Stockholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non. Interference. Such ----------------------------------------------------- Stockholder shall not, directly or indirectly not (i) except as contemplated by the Merger Agreementdirectly 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 the Securities or any such Committed Stock Option or any interest therein, ; (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney, deposit any Committed Stock of the Securities into a voting trust or enter into a voting agreement with respect to any of the Committed Stock, Securities or any Stock Option; (iii) exercise any Stock Option; or (iiiiv) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non. InterferenceINTERFERENCE. Such Except as required or permitted by Sections 2 and 3 hereof, no Stockholder shall notshall, directly or indirectly indirectly: (i) 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 (except for the exercise of Options) of, any or all of any such Committed Stock 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 Committed Stock Shares into a voting trust or enter into a voting agreement with respect to the Committed Stock, any Shares; 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 or disabling such Stockholder from performing such Stockholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non. InterferenceINTERFERENCE. Such Except as required or permitted by Sections 2, 3 and 4 hereof, the Stockholder shall not, directly or indirectly indirectly: (i) 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 Committed Stock the Stockholder's Shares or any interest therein, ; (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney, deposit any Committed Stock Shares into a voting trust or enter into a voting agreement with respect to the Committed Stock, any Shares; or (iii) take any action that would make any representation or warranty of such the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such the Stockholder from performing such the Stockholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non. Interference. Such Stockholder ----------------------------------------------------- agrees that it shall not, directly or indirectly not (i) except as contemplated by the Merger Agreementdirectly 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 any the Shares of such Committed Stock Stockholder or any interest therein, ; (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney, deposit any Committed Stock Shares of such Stockholder into a voting trust or enter into a voting agreement with respect to the Committed Stock, any Shares; 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 or disabling such Stockholder from performing such Stockholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non. Interference. Such ----------------------------------------------------- For so long as this Agreement remains in effect, the Stockholder shall not, directly or indirectly indirectly: (i) except as contemplated or permitted by the Merger this 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 Committed Stock the Shares or any interest therein, ; (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney, deposit any Committed Stock Shares into a voting trust or enter into a voting agreement with respect to the Committed Stock, any Shares; or (iii) take any action that would make any representation or warranty of such the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such the Stockholder from performing such the Stockholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non. Interference. ----------------------------------------------------- Such Stockholder Shareholder shall not, directly or indirectly indirectly: (i) 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 Committed Stock Shareholder's Shares or any interest therein, ; (ii) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney, deposit any Committed Stock Shares into a voting trust or enter into a voting agreement with respect to the Committed Stock, any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder Shareholder from performing such StockholderShareholder's obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non. Interference. Such Beginning on the date hereof and ending on the earlier of the Effective Time or the Termination Date, except as required to comply with the provisions of this Agreement or the Proxy, the Stockholder shall not, : (a) directly or indirectly (i) except as contemplated by the Merger Agreementindirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, Contract or 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 Committed Stock Stockholder's Securities or any interest therein, ; (iib) except as contemplated by this Voting Agreement, grant any proxies or powers of attorney, deposit any Committed Stock Shares into a voting trust or enter into a voting agreement with respect to the Committed Stock, any Securities; or (iiic) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Voting AgreementAgreement or the Proxy.