Common use of Restriction on Transfer, Proxies Clause in Contracts

Restriction on Transfer, Proxies. and Non-Interference; Stop Transfer -------------------------------------------------------------------- Order. ----- (a) Each Stockholder hereby agrees, while this Agreement is in effect, and except as specifically contemplated hereby, not to (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any of his Shares or any interest therein, (ii) grant any proxies or powers of attorney, deposit any of his Shares into a voting trust or enter into a voting agreement with respect to any of his Shares or (iii) take any action that would make any representation or warranty of any Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling any Stockholder from performing his obligations under this Agreement. (b) In furtherance of the provisions of Section 4.2(a) hereof, concurrently herewith the Stockholders shall and hereby do authorize the Company to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Existing Shares and any additional Shares of Common Stock acquired by any Stockholder after the date hereof (and that this Agreement places limits on the voting and transfer of such shares).