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

Restriction on Transfer, Proxies and Non. INTERFERENCE. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Effective Time, not to (a) (i) sell, transfer, pledge, encumber (except due to this Agreement), 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 the Voting Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any options to purchase Voting Shares or (ii) convert any shares of Preferred Stock into shares of Common Stock, (b) grant any proxies or powers of attorney, deposit any Voting Shares into a voting trust or enter into a voting agreement with respect to any Voting Shares, (c) take any action that would cause any representation or warranty of Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing 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. INTERFERENCEInterference. Each Stockholder hereby agrees, while From and after the date of this Agreement is in effect, at any time prior and ending as of the first to occur of the Effective TimeTime 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 to to, directly or indirectly, without the consent of Parent, in respect of any Acquisition Proposal or otherwise: (aA) (i) offer for sale, sell, transfer, tender, pledge, encumber (except due to this Agreement)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 limitation on the voting rights of, any all of the Voting Stockholder's Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of or any options to purchase Voting Shares or (ii) convert any shares of Preferred Stock into shares of Common Stockinterest therein, (bB) grant any proxies or powers of attorney, deposit any Voting Stockholder's Shares into a voting trust or enter into a voting agreement with respect to any Voting Stockholder's Shares, (cC) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (B) above or (D) take any action that would cause any representation or warranty of Stockholder contained herein could reasonably be expected to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing its the Stockholder's obligations under this Agreement Agreement; provided, however, the Stockholder may, without the consent of Parent, pledge or (d) commit encumber all or agree to take any portion 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 Shares in connection with a bonafide lending transaction with any bankruptcyinstitutional 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 a sale to a purchaser at any creditor's or court sale)its designee, the transferee (which termright to cure, support, purchase or acquire the loan secured by such pledge or encumbrance upon such terms 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.may be mutually agreed

Restriction on Transfer, Proxies and Non. INTERFERENCEInterference. Each Stockholder hereby agrees, while From and after the date of this Agreement is in effect, at any time prior and ending as of the first to occur of the Effective TimeTime 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 to to, directly or indirectly, without the consent of Parent, in respect of any Acquisition Proposal or otherwise: (aA) (i) offer for sale, sell, transfer, tender, pledge, encumber (except due to this Agreement)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 limitation on the voting rights of, any all of the Voting Stockholder's Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of or any options to purchase Voting Shares or (ii) convert any shares of Preferred Stock into shares of Common Stockinterest therein, (bB) grant any proxies or powers of attorney, deposit any Voting Stockholder's Shares into a voting trust or enter into a voting agreement with respect to any Voting Stockholder's Shares, (cC) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (B) above or (D) take any action that would cause any representation or warranty of Stockholder contained herein could reasonably be expected to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing its the Stockholder's obligations under this Agreement Agreement; provided, however, the Stockholder may, without the consent of Parent, pledge or (d) commit encumber all or agree to take any portion 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 Shares in connection with a bonafide lending transaction with any bankruptcyinstitutional 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 a sale to a purchaser at any creditor's or court sale)its designee, the transferee (which termright to cure, support, purchase or acquire the loan secured by such pledge or encumbrance upon such terms as used herein, may be mutually agreed upon. The Stockholder shall include any and provide the Parent with copies of all transferees and subsequent transferees of agreements evidencing 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 Agreementabove required provisions.

Restriction on Transfer, Proxies and Non. INTERFERENCEInterference. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Effective Timecompletion of the Stockholders Meeting (including any adjournment or postponement thereof), not to (a) (i) sell, transfer, pledge, encumber (except due to this Agreement), 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 the Voting Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any options to purchase Voting Shares or (ii) convert any shares conversion of Preferred Stock into shares of Common Stockconvertible securities pursuant to which Stockholder will acquire Voting Shares, (b) grant any proxies or powers of attorney, deposit any Voting Shares into a voting trust or enter into a voting agreement with respect to any Voting Shares, (c) take any action that would cause any representation or warranty of Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling any Stockholder from performing 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, including 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 the earlier of (i) the date on which such restrictions, liabilities and rights terminate pursuant to this Agreement and (ii) a valid termination of this Agreement.

Restriction on Transfer, Proxies and Non. INTERFERENCEInterference. Each Stockholder hereby agrees, while From and after the date of this Agreement is in effect, at any time prior and ending as of the first to occur of the Effective TimeTime 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 to to, directly or indirectly without the consent of Parent in respect of any Acquisition Proposal or otherwise: (aA) (i) offer for sale, sell, transfer, tender, pledge, encumber (except due to this Agreement)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 limitation on the voting rights of, any all of the Voting Stockholder's Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of or any options to purchase Voting Shares or (ii) convert any shares of Preferred Stock into shares of Common Stockinterest therein, (bB) grant any proxies or powers of attorney, deposit any Voting Stockholder's Shares into a voting trust or enter into a voting agreement with respect to any Voting Stockholder's Shares, (cC) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (B) above or (D) take any action that would cause any representation or warranty of Stockholder contained herein could reasonably be expected to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing its the Stockholder's obligations under this Agreement Agreement; provided, however, the Stockholder may, without the consent of Parent, pledge or (d) commit encumber all or agree to take any portion 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 Shares in connection with a bonafide lending transaction with any bankruptcyinstitutional 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 a sale to a purchaser at any creditor's or court sale)its designee, the transferee (which termright to cure, support, purchase or acquire the loan secured by such pledge or encumbrance upon such terms as used herein, may be mutually agreed upon. The Stockholder shall include any and provide the Parent with copies of all transferees and subsequent transferees of agreements evidencing 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 Agreementabove required provisions.

Restriction on Transfer, Proxies and Non. INTERFERENCEInterference. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Effective Time, not to (a) (i) sell, transfer, pledge, encumber (except due to this Agreement)encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding other than this Agreement with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Voting Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any options to purchase Voting Shares or (ii) convert any shares of Preferred Stock into shares of Common Stock, (b) grant any proxies or powers of attorney, deposit any Voting Shares into a voting trust or enter into a voting agreement with respect to any Voting SharesShares (or attempt or purport to revoke or supersede the proxy granted to Parent hereunder), (c) take any action that would reasonably could cause any representation or warranty of Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its covenants or other obligations under this Agreement or (d) commit or agree to take any of the foregoing actions. Any transfer of any Voting Shares not permitted hereby in violation of this provision 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, including 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 the earlier of (i) the date on which such restrictions, liabilities and rights terminate pursuant to this Agreement and (ii) a valid termination of this Agreement.

Restriction on Transfer, Proxies and Non. INTERFERENCE. Each Except with the prior written consent of each Director Party, such Designated Stockholder hereby agrees, while this Agreement is in effect, at any time prior to during the Effective TimeStandstill Period, not to (a) (i) sell, transfer, pledge, encumber (except due to this Agreement)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 the Voting Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any options to purchase Voting Shares or (ii) convert any shares of Preferred Stock into shares of Common Stock, (b) grant any proxies or powers of attorney, deposit any Voting Shares into a voting trust or enter into a voting agreement with respect to any Voting Shares, (ciii) take any action that would cause any representation or warranty of such Designated Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling such Designated Stockholder from performing its obligations under this Agreement or (div) commit or agree to take any of the actions prohibited by this sentence. Notwithstanding the foregoing actionssentence, 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 Voting 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 Voting 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 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 Agreementeffect.

Restriction on Transfer, Proxies and Non. INTERFERENCE. Each So long as the Board of Directors of the Company and the Company have not exercised their respective rights specified in Sections 6.5(c) and 11.1(c) of the Merger Agreement, such Stockholder hereby agrees, while this Agreement is in effect, at any time prior to the Effective Time, shall not to (a) directly: (i) offer for sale, sell, transfer, tender, pledge, encumber (except due to this Agreement)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 limitation on the voting rights of, any all of the Voting Shares, provided that nothing in this Agreement shall prohibit the exercise by Stockholder of any options to purchase Voting such Stockholder's Shares or any interest therein; (ii) convert any shares of Preferred Stock into shares of Common Stock, (b) grant any proxies or powers of attorneyattorney with respect to the subject matter of this Agreement, deposit any Voting Shares into a voting trust or enter into a voting agreement with respect to any Voting Shares, ; or (ciii) take any action that would cause would, as determined in the sole discretion of such Stockholder, be expected to make any representation or warranty of such Stockholder contained herein to become untrue or incorrect or that would, as determined in the sole discretion of such Stockholder, have the effect of preventing or disabling such Stockholder from performing its such Stockholder's obligations under this Agreement or (d) commit or agree to take any Agreement. During the term 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, 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 shall continue 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 full force 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 effect until valid termination 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 AgreementAgreement 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. Each Stockholder hereby agrees, while this Agreement is in effect, at any time prior Prior to the Effective Time, the Stockholder shall not to (a) except as otherwise permitted by this Agreement, (i) directly or indirectly sell, transfer, pledge, encumber (except due to this Agreement), assign or otherwise dispose of, limit its right to vote in any manner, or enter into any contract, option or other arrangement or understanding with in respect to of the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Voting Shares, provided that nothing in this Agreement shall prohibit the exercise by the Stockholder of any options or warrants to purchase Voting Shares or Shares, (ii) convert any shares of Preferred Stock into shares of Common Stock, (b) grant any proxies or powers of attorney, deposit any Voting Shares into a voting trust or enter into a voting agreement with in respect to of any Voting Shares, (ciii) take any action that would cause any representation or warranty of the Stockholder contained herein to become untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement or (div) 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 void and 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 the 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.