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

Restriction on Transfer, Proxies and Non. interference. Prior to the occurrence of a Termination Event, except as required by this Agreement, each Shareholder, severally, hereby agrees that such Shareholder shall not directly or indirectly without the prior written consent of Parent and Purchaser: (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 the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Shareholder's Shares, or any interest therein, (ii) grant any proxies or powers of attorney, deposit any of such Shareholder's Shares into a voting trust or enter into a voting agreement, understanding or arrangement with respect to any of such Shareholder's Shares, or (iii) take any action that would make any representation or warranty of such Shareholder contained in this Agreement untrue or incorrect or result in a breach by such Shareholder of such Shareholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non. interferenceInterference. Prior to From and after the occurrence date hereof and continuing until the earlier of a Termination Event, except as required by this Agreement, each Shareholder, severally, hereby agrees that such Shareholder shall not directly or indirectly without the prior written consent termination of Parent the Merger Agreement in accordance with its terms and Purchaserthe Effective Time: (i) such Shareholder shall not, directly or indirectly: (A) 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 ofof (collectively, "Transfer"), any or all of such Shareholder's Shares, Shares or any interest therein, ; (iiB) grant any proxies or powers of attorney, deposit any of such Shareholder's Shares into a voting trust or enter into a voting agreement, understanding or arrangement agreement with respect to any of such Shareholder's Shares, ; or (iiiC) take any action that would make any representation or warranty of such Shareholder contained in this Agreement herein untrue or incorrect or result in a breach by have the effect of preventing or disabling such Shareholder of from performing such Shareholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non. interferenceInterference. Prior to the occurrence of a Termination Event, except as required by this Agreement, each Shareholder, severally, hereby agrees that such The Shareholder shall not not, directly or indirectly without indirectly, during the prior written consent of Parent period commencing on the date hereof and Purchasercontinuing until this provision terminates pursuant to Section 7 hereof: (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 such Shareholder's Shares, its Shares or any interest thereintherein (provided, however, the Shareholder may transfer, by sale, exchange or capital contribution, Shares to any of its directly or indirectly wholly owned subsidiaries if prior to such transfer such subsidiary becomes a party to this Agreement); (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of such Shareholder's Shares into a voting trust or enter into a voting agreement, understanding or arrangement agreement with respect to any of such Shareholder's Shares, ; or (iii) take any action that would make any representation of its representations or warranty of such Shareholder warranties contained in this Agreement herein untrue or incorrect or result in a breach by such Shareholder have the effect of such Shareholder's preventing or disabling it from performing its obligations under this Agreement.