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

Restriction on Transfer; Proxies; Non-Interference; etc. From and after the date hereof until any termination of this Agreement in accordance with its terms, each Shareholder agrees that it shall not (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 or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares, (ii) deposit any of such Shareholder's 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 or (iii) take any action that would make any representation or warranty of the Shareholders set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or materially delaying the Shareholders from performing any of their obligations under this Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From and after the date hereof until any termination of this Agreement in accordance with its terms, each the Shareholder agrees that it shall not not, directly or indirectly (i) 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 or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder SharesShares (or any right, title or interest thereto or therein), (ii) deposit any of such Shareholder's 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 or Shares, (iii) take any action that would make any representation or warranty of the Shareholders Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or materially delaying the Shareholders Shareholder from performing any of their its obligations under this AgreementAgreement 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(c).

Restriction on Transfer; Proxies; Non-Interference; etc. From and after the date hereof until any termination of this Agreement in accordance with its terms, each Shareholder agrees that it Stockholder shall not (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 or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Subject Shares, (ii) deposit any of such Shareholder's Subject 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 Subject Shares, (iii) exercise any of the options held by such Stockholder, or (iiiiv) take any action that would make any representation or warranty of the Shareholders Stockholders set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or materially delaying the Shareholders each Stockholder from performing any of their its obligations under this Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From and after the date hereof until any termination of this Agreement in accordance with its terms, each Shareholder agrees that it shall not not, directly or indirectly (i) 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 or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder SharesShares (or any right, title or interest thereto or therein), (ii) deposit any of such Shareholder's 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 or (iii) agree (whether or not in writing) to take any action that would make any representation or warranty of the Shareholders set forth actions referred to in the foregoing clauses (i) or (ii) of this Section 1(d). Notwithstanding the foregoing, a Shareholder may transfer its Shareholder Shares to any controlled Affiliate thereof, if such affiliate transferee, agrees in writing, in an instrument reasonably acceptable to Parent, to be bound by this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or materially delaying the Shareholders from performing any of their obligations under this Agreementas a Shareholder hereunder.