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

Restriction on Transfer, Proxies and Noninterference. Each 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 such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling in any material respect such Stockholder from performing such Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Noninterference. Each 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 such the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling in any material respect such Stockholder from performing such the Stockholder's obligations under this Agreement.