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

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 Holder Such Stockholder shall not, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement 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 such Stockholder's Subject Securities; (ii) except as contemplated by this Agreement and the Merger Agreementhereby, grant any proxies or powers of attorney, deposit any such Subject Securities Shares into a voting trust or enter into a voting agreement with respect to any of the Subject SecuritiesShares; or (iii) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of preventing, restricting preventing or disabling such Holder Stockholder 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 Holder's Subject Securities; (ii) except as contemplated by this Agreement, the Merger Agreement and the Merger Escrow 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 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, restricting preventing or disabling such Holder from performing its obligations under this Agreement.

Restriction on Transfer, Proxies and Noninterference. The Such Holder shall not, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement 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 such Holder's Subject Securities; (ii) except as contemplated by this Agreement and the Merger Agreementhereby, 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 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, restricting preventing or disabling such Holder from performing its obligations under this Agreement.

Restriction on Transfer, Proxies and Noninterference. The Holder Such Stockholder shall not, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement 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 an offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the such Stockholder’s Subject Securities; (ii) except as contemplated by this Agreement and the Merger Agreementhereby, 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 preventing or disabling such Holder Stockholder from performing its obligations under this Agreement.