Common use of Restriction on Transfer; Proxies; Non-Interference; etc Clause in Contracts

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the termination of this Agreement pursuant to Section 4, Shareholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including profit-sharing) or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares (other than as contemplated herein), (iii) take any action that would make any representation or warranty of Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d). Any attempted transfer of Shareholder Shares in violation of this Section 1(d) shall be null and void. In addition, from and after the Acceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply with the Acquisition Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement pursuant to Section 4in accordance with its terms, Shareholder Stockholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose ofof (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement (including profit-sharing) or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares (other than as contemplated herein)Stockholder Shares, (iii) take any action that would make any representation or warranty of Shareholder Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder Stockholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d1(e). Any attempted transfer As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of Shareholder Shares materially changing the economic benefits and risks of ownership; provided, however, that nothing in violation this Agreement shall restrict the ability of this Section 1(d) shall be null and void. In additionthe Stockholder to engage in any hedging, from and after derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Acceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply with the Acquisition Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement pursuant to Section 4in accordance with its terms, Shareholder shall not directly or indirectly (i) sell, transfer (including by operation of lawLaw), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including profit-sharing) or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares (other than as contemplated herein)Shares, (iii) take any action that would make any representation or warranty of Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d1(c). Any attempted transfer of Shareholder Shares in violation of this Section 1(d) shall be null and void. In addition, from and after the Acceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply with the Acquisition Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the termination of this Agreement Section 1(d) pursuant to Section 4, Shareholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including profit-sharing) or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares (other than as contemplated herein), (iii) take any action that would make any representation or warranty of Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d). Any attempted transfer of Shareholder Shares in violation of this Section 1(d) shall be null and void. In addition, from and after the Acceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply with the Acquisition Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the termination of this Agreement pursuant to Section 44 , Shareholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including profit-sharing) or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares (other than as contemplated herein), (iii) take any action that would make any representation or warranty of Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d)) . Any attempted transfer of Shareholder Shares in violation of this Section 1(d) shall be null and void. In addition, from and after the Acceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply with the Acquisition Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until through the termination earlier of this the date that the Merger Agreement is terminated pursuant to Section 411 thereof and the Closing Date, each Shareholder Party shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including profit-sharing) or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder of its Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder of its Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares (other than as contemplated herein)of its Shares, (iii) take any action that would make any representation or warranty of any Shareholder Party set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying such Shareholder Party from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d2(e). Any attempted transfer of Shareholder Shares in violation of this Section 1(d) shall be null and void. In addition, from and after the Acceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply with the Acquisition Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the any termination of this Agreement pursuant to Section 4in accordance with its terms, Shareholder the Shareholders shall not not, directly or indirectly (i) except as set forth on Schedule 1(d) hereto, sell, transfer (including by operation of law)transfer, give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including profit-sharing) or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of power-of-attorney or voting trust with respect to any Shareholder Shares (other than as contemplated herein)Shares, (iii) take any action that would make any representation or warranty of Shareholder the Shareholders set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying any Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d). Any attempted transfer of Shareholder Shares in violation of this Section 1(d) shall be null and void. In addition, from and after the Acceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply with the Acquisition Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From Except as expressly contemplated by this Agreement or the Merger Agreement, from the date hereof until the termination of this Agreement pursuant to Section 4in accordance with its terms, Shareholder PICO shall not not, directly or indirectly indirectly, whether in a single transaction or series of transactions, (i) sell, transfer (including by operation of lawLaw), givegift, pledge, hypothecate, encumber, assign or otherwise dispose ofof (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement (including profit-sharing) agreement, plan, commitment, arrangement, or understanding with respect to the sale, transfer, gift, pledge, hypothecation, encumbrance, assignment or other disposition (including, without limitation, any Constructive Disposition) of, any Shareholder PICO Shares (or any right, title or interest thereto or therein) (each of the foregoing transactions referred to in this clause (i) of this Section 1(e) being hereafter referred to as, a “Transfer”), (ii) deposit any Shareholder PICO Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares (other than as contemplated herein)PICO Shares, (iii) take any action that would make any representation or warranty of Shareholder PICO set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder PICO from performing any of its obligations under this Agreement Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d1(e). Any attempted transfer of Shareholder Shares in violation of this Section 1(d) shall be null and void. In addition, from and after the Acceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply with the Acquisition Agreement.