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

Restriction on Transfer; Proxies; Non-Interference; Stop Transfer; etc. From the date hereof until any termination of this Agreement in accordance with its terms, except as contemplated by this Agreement, the Merger Agreement or the Offer Documents, Shareholder shall not (other than pursuant to a judgment, decree, injunction, rule or order of any Governmental Authority), directly or indirectly (i) sell, 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 Shares (or any right, title or interest thereto or therein) (a “Transfer”), (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, (iii) enter into any Contract or take any other action that violates or conflicts with Shareholder’s representations, warranties, covenants and obligations under this Agreement (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 2(d); provided, however, that this Section 2(d) shall not prohibit a Transfer of the Shareholder Shares by Shareholder to: (A) any member of Shareholder’s immediate family, or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family or upon the death of Shareholder, or to an affiliate of Shareholder, (B) a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (C) in connection with or for the purpose of personal tax planning; provided further, however, that a Transfer referred to in the immediately preceding proviso shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing (in form and substance reasonably satisfactory to the Company and Parent) to hold such Shareholder Shares pursuant to, and to be bound by the terms of, this Agreement as a “Shareholder” hereunder. Any Transfer in violation of this Section 2(d) shall be null and void. In furtherance of this Agreement, Shareholder shall and hereby does authorize Parent’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of the Shareholder Shares (and that this Agreement places limits on the voting and transfer of the Shareholder Shares); provided, however, that any such stop transfer restriction shall terminate upon the termination of this Agreement in accordance with its terms.