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 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 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.