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 any termination of this Agreement in accordance with its terms, Stockholder 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 or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Covered Shares (or any right, title or interest thereto or therein) (each, a “Transfer”); (ii) deposit any Covered 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 Covered Shares; (iii) otherwise permit any Liens to be created on any Covered Shares; (iv) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder from performing any of his obligations under this Agreement; or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses, in each case of this Section 1(c), other than (A) in respect of the Merger, (B) in connection with bona fide estate planning purposes for the benefit of Stockholder’s affiliates or beneficiaries, or (C) upon the death of Stockholder. Notwithstanding the foregoing, Stockholder may Transfer any or all of the Covered Shares in accordance with the distribution provisions of Stockholder’s Declaration of Trust; provided, however, prior to and as a condition to the effectiveness of such Transfer, each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to SJW a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement. Notwithstanding the foregoing, Stockholder may Transfer any or all of the Covered Shares that are held by the Stockholder in his individual capacity (and not, for the avoidance of doubt, any Covered Shares held by the Stockholder as trustee of the Nonexempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982 or the Exempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982) (i) to any member of the immediate family of Stockholder or to a trust for the benefit of Stockholder or any member of his immediate family or (ii) SJW pursuant to the terms of Stockholder’s restricted stock awards from SJW that provide for forfeiture of such Covered Shares; provided, however, prior to and as a condition to the effectiveness of such Transfer pursuant to clause (i), each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to CTWS a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 1(c) shall be null and void and of no effect.

Restriction on Transfer; Proxies; Non-Interference; etc. From Other than a Permitted Transfer (as hereinafter defined), from the date hereof until any termination of this Agreement in accordance with its termsthe Termination Date, Stockholder no Shareholder Party shall not, directly or indirectly: 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 or understanding (collectively, a “Transfer”) with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Covered Party Shares (or any right, title or interest thereto or therein) (each), a “Transfer”); (ii) deposit any Covered Party 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 Covered Shares; Party Shares (each, an “Assignment”), (iii) otherwise permit any Liens to be created on any Covered Shares; (iv) take any action that would make any representation or warranty of Stockholder such Shareholder Party set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder such Shareholder Party from performing any of his or its obligations under this Agreement; Agreement or (viv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clausesclauses (i), in each case (ii) or (iii) of this Section 1(c2(b), other than (A) in respect of the Merger, (B) in connection with bona fide estate planning purposes for the benefit of Stockholder’s affiliates or beneficiaries, or (C) upon the death of Stockholder. Notwithstanding the foregoing, Stockholder any Shareholder Party, (a) may Transfer any of the Party Shares, or execute an Assignment with respect to Party Shares, if such Transfer or Assignment is made to a family member or a controlled affiliate of such Shareholder Party or is made to a trust or similar vehicle in connection with estate planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or beneficiary of the Party Shares resulting from such Transfer or Assignment executes a joinder agreement, reasonably acceptable to each of the MIP entities and Goldman, whereby such transferee, proxy holder or beneficiary would become a party to this Agreement and become subject to all of the Covered rights and obligations hereunder, (b) at any time after the termination of the Merger Agreement, may sell no more than 25,000 Party Shares in accordance the open market in any six-month period, (c) if the Merger Agreement is not entered into on or prior to December 31, 2007 and the Company and Parties are not actively negotiating a proposal to acquire the Company at such date, may sell no more than 25,000 Party Shares in the open market in any six-month period thereafter or (d) with the distribution provisions prior written consent of Stockholder’s Declaration of Trust; provided, however, prior to and as a condition to the effectiveness of such Transfer, each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to SJW a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms MIP entities and provisions of this Agreement. Notwithstanding the foregoingGoldman (which consent may be withheld in their sole discretion), Stockholder may Transfer any or all of the Covered Shares that are held by the Stockholder Party Shares, or execute an Assignment with respect to Party Shares, other than as contemplated in his individual capacity clauses (a), (b) and not, for the avoidance of doubt, any Covered Shares held by the Stockholder as trustee (c) (each of the Nonexempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982 or the Exempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982foregoing clauses (a) through (i) to any member of the immediate family of Stockholder or to a trust for the benefit of Stockholder or any member of his immediate family or (ii) SJW pursuant to the terms of Stockholder’s restricted stock awards from SJW that provide for forfeiture of such Covered Shares; provided, however, prior to and as a condition to the effectiveness of such Transfer pursuant to clause (id), each Person a “Permitted Transfer”). Each Shareholder Party shall cause the Company to which any of instruct the Company’s transfer agent to place appropriate restrictive legends with respect to such Covered Shareholder Party’s Party Shares or any interest in any of such Covered Shares is transferred shall have executed order to reflect the transfer limitations and delivered to CTWS a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and other provisions of contained in this Agreement. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 1(c) shall be null and void and of no effect.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, no Executing Stockholder shall notshall, or permit any Affiliated Stockholder to, directly or indirectly: indirectly (i) sell, transfer Transfer (including by operation of Law)law, give, pledge, encumber, assign or otherwise dispose of, which shall include through a merger) or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition Transfer of, any Covered Stockholder Shares (or any right, title or interest thereto or therein) (each), a “Transfer”); (ii) deposit any Covered 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 Covered Stockholder Shares; , (iii) otherwise permit any Liens to be created on any Covered Shares; (iv) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect or respect, have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of his its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement; , or (viv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clausesclauses (i), in each case (ii) or (iii) of this Section 1(c), other than except in each case for any pledge of Stockholder Shares under any pledge agreement existing at the date hereof (A) which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence of this Section 1(c), and in furtherance of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect of the Merger, (B) in connection with bona fide estate planning purposes for the benefit of Stockholder’s affiliates or beneficiaries, or (C) upon the death of Stockholder. Notwithstanding the foregoing, Stockholder may Transfer any or to all of the Covered Stockholder Shares of such Stockholder (and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). For purposes of this Agreement, “Transfer” means with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such a sale, assignment, transfer, constructive sale or other disposition of such security or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in accordance with writing, to effect any of the distribution provisions foregoing. Notwithstanding anything to the contrary in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or a portion of Stockholder’s Declaration of Trusttheir Stockholder Shares (the “Transferred Shares”) to any Person; provided, however, that prior to and as a condition to the effectiveness of such Transfer, each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed and delivered to SJW a counterpart to of this Agreement pursuant to which the Parent contemporaneously with such Person Transfer and shall be bound have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers by all of the terms Transferring Stockholder shall not, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) the aggregate number of Transferred Shares does not exceed 30,000,000 and provisions (C) any such Transfer shall not relieve the Transferor of this Agreementits obligations hereunder if such Transferee does not perform such obligations. Notwithstanding the foregoing, The Executing Stockholder may Transfer any or all request of the Covered Shares that are held by Parent the Stockholder in his individual capacity (and not, for the avoidance of doubt, any Covered Shares held by the Stockholder as trustee of the Nonexempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982 or the Exempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982) (i) ability to any member of the immediate family make a Transfer of Stockholder or to a trust for the benefit of Stockholder or any member of his immediate family or (ii) SJW Shares other than pursuant to the terms of Stockholder’s restricted stock awards from SJW that provide for forfeiture of prior sentence. Any such Covered Shares; provided, however, prior to and as a condition alternative Transfer shall be subject to the effectiveness of such Transfer pursuant to clause (i), each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to CTWS a counterpart to this Agreement pursuant to which such Person shall be bound by all prior written consent of the terms and provisions of this Agreement. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 1(c) shall be null and void and of no effect.Parent, which consent

Restriction on Transfer; Proxies; Non-Interference; etc. From Other than a Permitted Transfer (as hereinafter defined), from the date hereof until any termination of this Agreement in accordance with its termsthe Termination Date, Stockholder no Shareholder Party shall not, directly or indirectly: 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 or understanding (collectively, a “ Transfer “) with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Covered Party Shares (or any right, title or interest thereto or therein) (each), a “Transfer”); (ii) deposit any Covered Party 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 Covered Shares; Party Shares (each, an “ Assignment “), (iii) otherwise permit any Liens to be created on any Covered Shares; (iv) take any action that would make any representation or warranty of Stockholder such Shareholder Party set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder such Shareholder Party from performing any of his or its obligations under this Agreement; Agreement or (viv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clausesclauses (i), in each case (ii) or (iii) of this Section 1(c), other than (A2(b) in respect of the Merger, (B) in connection with bona fide estate planning purposes for the benefit of Stockholder’s affiliates or beneficiaries, or (C) upon the death of Stockholder. Notwithstanding the foregoing, Stockholder any Shareholder Party, (a) may Transfer any of the Party Shares, or execute an Assignment with respect to Party Shares, if such Transfer or Assignment is made to a family member or a controlled affiliate of such Shareholder Party or is made to a trust or similar vehicle in connection with estate planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or beneficiary of the Party Shares resulting from such Transfer or Assignment executes a joinder agreement, reasonably acceptable to each of Macquarie entities and Goldman, whereby such transferee, proxy holder or beneficiary would become a party to this Agreement and become subject to all of the Covered rights and obligations hereunder, (b) at any time after the termination of the Merger Agreement, may sell no more than 25,000 Party Shares in accordance the open market in any six-month period, (c) if the Merger Agreement is not entered into on or prior to December 31, 2007 and the Company and Parties are not actively negotiating a proposal to acquire the Company at such date, may sell no more than 25,000 Party Shares in the open market in any six-month period thereafter or (d) with the distribution provisions prior written consent of Stockholder’s Declaration of Trust; provided, however, prior to and as a condition to the effectiveness of such Transfer, each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to SJW a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms Macquarie entities and provisions of this Agreement. Notwithstanding the foregoingGoldman (which consent may be withheld in their sole discretion), Stockholder may Transfer any or all of the Covered Shares that are held by the Stockholder Party Shares, or execute an Assignment with respect to Party Shares, other than as contemplated in his individual capacity clauses (a), (b) and not, for the avoidance of doubt, any Covered Shares held by the Stockholder as trustee (c) (each of the Nonexempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982 or the Exempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982foregoing clauses (a) through (i) to any member of the immediate family of Stockholder or to a trust for the benefit of Stockholder or any member of his immediate family or (ii) SJW pursuant to the terms of Stockholder’s restricted stock awards from SJW that provide for forfeiture of such Covered Shares; provided, however, prior to and as a condition to the effectiveness of such Transfer pursuant to clause (id), each Person a “ Permitted Transfer “). Each Shareholder Party shall cause the Company to which any of instruct the Company’s transfer agent to place appropriate restrictive legends with respect to such Covered Shareholder Party’s Party Shares or any interest in any of such Covered Shares is transferred shall have executed order to reflect the transfer limitations and delivered to CTWS a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and other provisions of contained in this Agreement. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 1(c) shall be null and void and of no effect.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, no Executing Stockholder shall notshall, or permit any Affiliated Stockholder to, directly or indirectly: indirectly (i) sell, transfer Transfer (including by operation of Law)law, give, pledge, encumber, assign or otherwise dispose of, which shall include through a merger) or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition Transfer of, any Covered Stockholder Shares (or any right, title or interest thereto or therein) (each), a “Transfer”); (ii) deposit any Covered 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 Covered Stockholder Shares; , (iii) otherwise permit any Liens to be created on any Covered Shares; (iv) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect or respect, have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of his its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement; , or (viv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clausesclauses (i), in each case (ii) or (iii) of this Section 1(c), other than except in each case for any pledge of Stockholder Shares under any pledge agreement existing at the date hereof (A) which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence of this Section 1(c), and in furtherance of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect of the Merger, (B) in connection with bona fide estate planning purposes for the benefit of Stockholder’s affiliates or beneficiaries, or (C) upon the death of Stockholder. Notwithstanding the foregoing, Stockholder may Transfer any or to all of the Covered Stockholder Shares of such Stockholder (and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). For purposes of this Agreement, “Transfer” means with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such a sale, assignment, transfer, constructive sale or other disposition of such security or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in accordance with writing, to effect any of the distribution provisions foregoing. Notwithstanding anything to the contrary in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or a portion of Stockholder’s Declaration of Trusttheir Stockholder Shares (the “Transferred Shares”) to any Person; provided, however, that prior to and as a condition to the effectiveness of such Transfer, each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed and delivered to SJW a counterpart to of this Agreement pursuant to which the Parent contemporaneously with such Person Transfer and shall be bound have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers by all of the terms Transferring Stockholder shall not, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) the aggregate number of Transferred Shares does not exceed 30,000,000 and provisions (C) any such Transfer shall not relieve the Transferor of this Agreementits obligations hereunder if such Transferee does not perform such obligations. Notwithstanding the foregoing, The Executing Stockholder may Transfer any or all request of the Covered Shares that are held by Parent the Stockholder in his individual capacity (and not, for the avoidance of doubt, any Covered Shares held by the Stockholder as trustee of the Nonexempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982 or the Exempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982) (i) ability to any member of the immediate family make a Transfer of Stockholder or to a trust for the benefit of Stockholder or any member of his immediate family or (ii) SJW Shares other than pursuant to the terms of Stockholder’s restricted stock awards from SJW that provide for forfeiture of prior sentence. Any such Covered Shares; provided, however, prior to and as a condition alternative Transfer shall be subject to the effectiveness prior written consent of the Parent, which consent shall not be unreasonably withheld, with respect to sub-clauses (A) and (B) but otherwise such Transfer pursuant to clause (i), each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to CTWS a counterpart to this Agreement pursuant to which such Person consent shall be bound by all of the terms and provisions of this Agreement. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 1(c) shall be null and void and of no effectParent’s sole discretion.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination execution of this agreement until the Agreement in accordance with Termination Date, no Stockholder or its terms, Stockholder Affiliates shall not, directly or indirectly: , (i) ), sell, transfer (including by operation of Law)transfer, give, pledge, encumber, assign or otherwise dispose ofof (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition Transfer of, any Covered Stockholder Shares (or any right, title or interest thereto or therein) (each), a “Transfer”); (ii) deposit any Covered 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 Covered Stockholder Shares; , (iii) otherwise permit any Liens to be created on any Covered Shares; (iv) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder from performing any of his its obligations under this Agreement; Agreement or (viv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clausesclauses (i), in each case (ii) or (iii) of this Section 1(c), other than (A) in respect of the Merger, (B) in connection with bona fide estate planning purposes for the benefit of Stockholder’s affiliates or beneficiaries, or (C) upon the death of Stockholder. Notwithstanding the foregoingforegoing (but subject to the following sentence), each Stockholder and its Affiliates may Transfer any or all of the Covered its Stockholder Shares to its Affiliates, including, without limitation, to Parent, or in accordance with and pursuant to the distribution provisions Gato Letter Agreement (in any case in a manner consistent with the Company’s Amended and Restated Certificate of Stockholder’s Declaration of TrustIncorporation); provided, however, that prior to and as a condition to the effectiveness of such Transfer, each Person to which whom any of such Covered Stockholder Shares or any interest in any of such Covered Shares is or may be transferred shall have executed and delivered to SJW the Company a counterpart to of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this AgreementAgreement and Exhibit A shall be updated accordingly. Notwithstanding anything to the foregoingcontrary in this Agreement and without limiting the first sentence of this Section 1(c), Stockholder may Transfer any in no event prior to the Agreement Termination Date shall the Stockholders cause or all of the Covered Shares that are held by the Stockholder in his individual capacity (and not, for the avoidance of doubt, any Covered Shares held by the Stockholder as trustee of the Nonexempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982 or the Exempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982) permit (i) to any member a Restructuring Event (as defined in the Amended and Restated Agreement of Limited Partnership of Gato Investments LP (as amended as of the immediate family of Stockholder date hereof, the “Gato LPA”)) to occur or be initiated (or, if one occurs, the Stockholders shall cause such Restructuring Event to a trust for the benefit of Stockholder or any member of his immediate family be waived) or (ii) SJW Gato Investments LP to otherwise cease to be the record holder of the Stockholder Shares held by it as of the date hereof and as set forth on Exhibit A hereto, other than by way of a transfer of such shares to Parent, or transfers in accordance with and pursuant to the terms of Stockholder’s restricted stock awards from SJW that provide for forfeiture of such Covered Shares; provided, however, prior to and as a condition to the effectiveness of such Transfer pursuant to clause (i), each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to CTWS a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Gato Letter Agreement. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 1(c) shall be null and void and of no effect.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, Stockholder Shareholder shall not, not directly or indirectly: indirectly (i) sell, transfer (including by operation of Law)transfer, give, pledge, encumber, assign or otherwise dispose ofof (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition Transfer of, any Covered Shareholder Shares (or any right, title or interest thereto or therein) (each), a “Transfer”); (ii) deposit any Covered 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 Covered Shares; Shareholder Shares (except to the extent otherwise permitted by this Agreement) or (iii) otherwise permit any Liens to be created on any Covered Shares; (iv) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder from performing any of his obligations under this Agreement; or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses, in each case clauses (i) or (ii) of this Section 1(c1(b), other than (A) in respect of the Merger, (B) in connection with bona fide estate planning purposes for the benefit of Stockholder’s affiliates or beneficiaries, or (C) upon the death of Stockholder. Notwithstanding the foregoing, Stockholder may Transfer any or all of the Covered Shares in accordance with the distribution provisions of Stockholder’s Declaration of Trust; provided, however, prior to that the foregoing restrictions on Transfer will not be applicable to, and as a condition Shareholder will not be restricted or prohibited from taking, any of the following actions with respect to the effectiveness Shareholder Shares (and the taking of such Transfer, each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to SJW actions will not constitute a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions breach of this Agreement. Notwithstanding ): (A) a bona fide pledge of, or grant of a security interest in, Shareholder Shares in connection with any financing arrangements with a financial institution that is in the foregoingbusiness of engaging in such transactions (provided that Shareholder does not know or have reason to know that such financial institution is engaging in such transactions for the purpose of acquiring Clover Common Stock or voting rights with respect thereto for its own account or with an intent to transfer such Clover Common Stock or such rights to a particular person or group), Stockholder may including any resulting Transfer of such pledged shares (or shares in which a security interest has been granted) upon any foreclosure under the indebtedness underlying such pledge or security interest; (B) any Transfer of Shareholder Shares to an Affiliate of Shareholder so long as such Affiliate executes an instrument assuming all the rights, benefits and obligations of Shareholder hereunder and (C) any Transfer of up to five percent (5%) of the Covered Shares that are held by outstanding Clover Common Stock following the Stockholder in his individual capacity (and not, for the avoidance of doubt, any Covered Shares held by the Stockholder as trustee of the Nonexempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982 or the Exempt Trust created under the Xxxxxx Xxxx Xx. Revocable Trust dated March 24, 1982) (i) to any member of the immediate family of Stockholder or to a trust for the benefit of Stockholder or any member of his immediate family or (ii) SJW pursuant to the terms of Stockholder’s restricted stock awards from SJW that provide for forfeiture of such Covered Shares; provided, however, prior to and as a condition to the effectiveness of such Transfer pursuant to clause (i), each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to CTWS a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 1(c) shall be null and void and of no effectClover Stockholders Meeting.