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

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. CNET Each Holder shall not, and shall not authorize or permit any of his, her or 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 unless the transferee or pledgee of such Subject Securities agrees in accordance writing in a form reasonably satisfactory to NBC (with a copy furnished to NBC) to be bound by all of the provisions of this Agreement and with respect to such transferred or pledged Subject Securities, as contemplated by the Standstill Agreement, dated as of the date hereof, between CNET and Xenon 2Merger Agreements; (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 such Holder from performing its his 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. CNET Each Holder shall not, and shall not authorize or permit any of his, her or 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 unless the transferee or pledgee of such Subject Securities agrees in accordance writing in a form reasonably satisfactory to Parent (with a copy furnished to Parent) to be bound by all of the provisions of this Agreement and with respect to such transferred or pledged Subject Securities, except that each such Holder may do any of theforegoing pursuant to the Standstill Agreement, dated as terms of the date hereof, between CNET and Xenon 2Merger Agreement; (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 such Holder from performing its his 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. CNET Each Holder shall not, and shall not authorize or permit any of his, her or 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 unless the transferee or pledgee of such Subject Securities agrees in accordance writing in a form reasonably satisfactory to Parent (with a copy furnished to Parent) to be bound by all of the provisions of this Agreement and the Standstill Agreementwith respect to such transferred or pledged Subject Securities, dated as except that each such Holder may do any of the date hereof, between CNET and Xenon 2foregoing pursuant to the terms of the Merger Agreement; (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 such Holder from performing its his 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. CNET Each Holder ---------------------------------------------------- shall not, and shall not authorize or permit any of his, her or 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 unless the transferee or pledgee of such Subject Securities agrees in accordance writing in a form reasonably satisfactory to NBC (with a copy furnished to NBC and CNET) to be bound by all of the provisions of this Agreement and with respect to such transferred or pledged Subject Securities, as contemplated by the Standstill NMC Merger 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 such Holder from performing its his 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. 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 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.