Restriction on Transfer, Proxies and Noninterference. Each Seller hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to (a) sell, transfer, pledge, 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, any of the Shares or (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares or (c) take any action that would make any representation or warranty of such Seller contained herein untrue or incorrect or have the effect of preventing or disabling such Seller from performing his obligations under this Agreement.
Restriction on Transfer, Proxies and Noninterference. CNET shall not, and shall not authorize any of its affiliates, partners, investment bankers, attorneys, agents or other advisors or representatives to, directly or indirectly: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift), 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 Subject Securities (or any interest therein), other than in accordance with the provisions of this Agreement and the Standstill Agreement, dated as of the date hereof, between CNET and Xenon 2; (ii) except as contemplated hereby, grant any proxies or powers of attorney, deposit any such Subject Securities into a voting trust or enter into a voting agreement with respect to any of the Subject Securities; (iii) take any action that would have the effect of preventing or disabling CNET from performing its obligations under this Agreement; or (iv) commit or agree to take any of the foregoing actions. CNET will not sell, transfer or otherwise dispose of any of the Subject Securities to any affiliate of CNET unless such agrees to be bound by the terms of this Agreement with respect to such Subject Securities as if it were CNET and delivers a written agreement to NBC to such effect.
Restriction on Transfer, Proxies and Noninterference. The Holder shall not, directly or indirectly: (i) except pursuant to the terms of 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 the Subject Securities; (ii) except as contemplated by this Agreement and the Merger Agreement, grant any proxies or powers of attorney, deposit any such Subject Securities into a voting trust or enter into a voting agreement with respect to any of the Subject Securities; or (iii) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of preventing, restricting or disabling such Holder from performing its obligations under this Agreement.
Restriction on Transfer, Proxies and Noninterference. The Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to (a) sell, transfer, pledge, 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 understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares without notifying Parent in advance and obtaining and delivering to Parent any evidence that Parent may reasonably request to evidence the transferee's agreement to be bound by this Agreement; provided, however, that in the event of the Stockholder's death during the term of this Agreement, the Shares may be transferred in accordance with the Stockholder's last will and testament, or if none, in accordance with the applicable laws of intestate succession, in either of which cases, the Shares shall remain subject in all respects to the terms of this Agreement, or (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or (c) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling in any material respect such Stockholder from performing the Stockholder's obligations under this Agreement.
Restriction on Transfer, Proxies and Noninterference. The Holders shall not, directly or indirectly: (i) until the earlier to occur of (x) the Trademark Purchase Agreement Vote or (y) ninety (90) days from the date of 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 the Subject Securities; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any such Subject Securities into a voting trust or enter into a voting agreement with respect to any of the Subject Securities; or (iii) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of preventing, restricting or disabling such Holders from performing their obligations under this Agreement. After the occurrence of the Trademark Purchase Agreement Vote, if the Holders 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 Subject Securities, shall, within five (5) business days of such event, deliver to Global (at the address set forth in Annex A hereof) written notice of the occurrence of such event. Such notice shall set forth the number and class of Subject Securities which were the subject of the transaction, the date of the transaction, and the number of each class of Subject Securities owned by the Holders after giving effect to the transaction.
Restriction on Transfer, Proxies and Noninterference. In addition to ---------------------------------------------------- the transfer restrictions imposed by the Stockholders Agreement, until the termination of such Holder's obligations under this Section 3(a) in accordance with Section 12, such Holder shall not, directly or indirectly: (i) sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any of the Subject Securities or any options, rights or warrants to acquire Subject Securities, except for such pledges as would be permitted under Section 3.2(d) of the Stockholders Agreement if the Stockholders Agreement were in effect as of the date hereof; (ii) grant any proxies or powers of attorney, deposit any such Subject Securities or options, rights or warrants to acquire Subject Securities into a voting trust or enter into a voting agreement with respect to any of the Subject Securities; or (iii) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of preventing or disabling the Holder from performing its obligations under this Agreement.
Restriction on Transfer, Proxies and Noninterference. The Holder shall not, directly or indirectly: (i) except pursuant to the terms of 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 the Subject Securities, except that Monroe & Company II, LLC may distribute its Subject Securities to its members so long as such distributees agree to be bound by the terms of this Agreement; (ii) except as contemplated by this Agreement and the Merger Agreement, grant any proxies or powers of attorney, deposit any such Subject Securities into a voting trust or enter into a voting agreement with respect to any of the Subject Securities; or (iii) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of preventing, restricting or disabling such Holder from performing its obligations under this Agreement.
Restriction on Transfer, Proxies and Noninterference. Warburg shall not, directly or indirectly: (1) except pursuant to the terms of the Purchase Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift), enforce or permit the execution of the provisions of any redemption agreement with the Seller 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 Stock or any interest therein; (2) grant any proxies or powers of attorney with respect to any Stock, deposit any Stock into a voting trust or enter into a voting agreement with respect to any Stock, except as provided in this Agreement; or (3) take any action that would make any representation or warranty of Warburg contained herein untrue or incorrect or have the effect of preventing or disabling Warburg from performing Warburg's obligations under this Agreement.
Restriction on Transfer, Proxies and Noninterference. Such Holder shall not, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, this Agreement and the Equity Commitment Letters, offer for sale, sell, transfer (whether by merger, operation of law or otherwise), 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 Holder's Subject Securities; (ii) except as contemplated hereby, grant any proxies or powers of attorney, deposit any such Subject Securities into a voting trust or enter into a voting agreement with respect to any of such Holder's Subject Securities; or (iii) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of preventing or disabling such Holder from performing its obligations under this Agreement; PROVIDED, HOWEVER, nothing in this Section 6(b) shall prohibit transfers between Holders or pursuant to any prior obligation or restriction set forth on SCHEDULE II.
Restriction on Transfer, Proxies and Noninterference. Prior to the expiration of the Stockholder Option, no Stockholder shall, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement and this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (including by merger or otherwise by operation of law) 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 exercise any discretionary powers to distribute, any or all of such Stockholder's Shares or any interest therein; (ii) grant any proxies or powers of attorney with respect to any shares of Common Stock beneficially owned by it, deposit any shares of Common Stock beneficially owned by it into a voting trust or enter into a voting agreement with respect to any shares of Common Stock beneficially owned by it; 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 Agreement.
