Common use of Restrictions on Shares Clause in Contracts

Restrictions on Shares. (a) Stockholder shall not, directly or indirectly, during the period from the date of this Agreement through the Expiration Date, cause or permit any Transfer of any of the Shares to be effected, except for any Transfer (i) to any other Person if (A) such Person, prior to or concurrently with such Transfer, shall have executed a voting undertaking on the same terms and conditions of this Agreement to which the Buyer is a beneficiary with respect to such Shares, and (B) Stockholder shall continue to be jointly and severally liable to any breach of such voting undertaking by such other Person; or (ii) to an Affiliate of the Stockholder, if (A) upon such Transfer the Stockholder shall continue to be a beneficial owner of such Shares; and (B) Stockholder shall continue to be jointly and severally liable to any breach of such voting undertaking by such Affiliate. (b) Stockholder shall not, directly or indirectly, during the period from the date of this Agreement through the Expiration Date, deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares. (c) Stockholder shall not take any action that would (i) make any representation or warranty contained in this Agreement to be untrue or incorrect; or (ii) have the effect of impairing the ability of Stockholder to perform its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Asset Purchase Agreement.

Restrictions on Shares. (a) Stockholder Shareholder shall not, directly or indirectly, during the period from the date of this Agreement through the Expiration Date, cause or permit any Transfer of any of the Shares to be effected, except for any Transfer (i) to any other Person if (A) such Person, prior to or concurrently with such Transfer, shall have executed a voting undertaking on the same terms and conditions of this Agreement to which the Buyer Parent is a beneficiary with respect to such Shares, and (B) Stockholder Shareholder shall continue to be jointly and severally liable to any breach of such voting undertaking by such other Person; or (ii) to an Affiliate of the StockholderShareholder, if (A) upon such Transfer the Stockholder Shareholder shall continue to be a beneficial owner of such Shares; and (B) Stockholder Shareholder shall continue to be jointly and severally liable have the right to any breach control the vote of such voting undertaking by such Affiliatethe Shares in accordance with this Agreement. (b) Stockholder Shareholder shall not, directly or indirectly, during the period from the date of this Agreement through the Expiration Date, deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder Shareholder under this Agreement with respect to any of the Shares. (c) Stockholder Shareholder shall not take any action that would (i) make any representation or warranty contained in this Agreement to be untrue or incorrect; or (ii) have the effect of impairing the ability of Stockholder Shareholder to perform its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Asset Purchase Agreementhereby.

Restrictions on Shares. (a) Stockholder The Shareholder shall not, directly or indirectly, during the period from the date of this Agreement through the Expiration Date, cause or permit any Transfer of any of the its Shares to be effected, except for any Transfer (i) any Transfer to any other Person Person, including an Affiliate of the Shareholder, if (A) such Person, prior to or concurrently with such Transfer, shall have executed a voting undertaking on the same terms and conditions of this Agreement to which the Buyer Parent is a beneficiary with respect to such Shares, and (B) Stockholder the Shareholder shall continue to be jointly and severally liable to any breach of such voting undertaking by such other Person; or (ii) to an Affiliate of the StockholderShareholder, if (A) upon such Transfer the Stockholder Shareholder shall continue to be a the beneficial owner of such Shares; and (B) Stockholder the Shareholder shall continue to be jointly and severally liable have the right to any breach control the vote of such voting undertaking by such AffiliateShares in accordance with this Agreement. (b) Stockholder The Shareholder shall not, directly or indirectly, indirectly during the period from the date of this Agreement through the Expiration Date, deposit (or permit the deposit of) any of its Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder the Shareholder under this Agreement with respect to any of the such Shares. (c) Stockholder The Shareholder shall not take any action that would (i) make any representation or warranty contained by the Shareholder in this Agreement to be untrue or incorrect; or (ii) have the effect of impairing the ability of Stockholder the Shareholder to perform its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Asset Purchase Agreementhereby.

Restrictions on Shares. (a) Stockholder shall not, directly or indirectly, during transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, assign, pledge, hypothecate, tender or otherwise dispose of, or encumber, the period from the date of this Agreement through the Expiration DateSubject Securities or any interest therein, cause or permit make any Transfer of offer or enter into any agreement, arrangement or understanding providing for any of the Shares foregoing, at any time prior to be effectedthe Expiration Time; provided, except for any Transfer however, that: (i) nothing contained herein will be deemed to restrict the ability of Stockholder (or shall require Stockholder) to exercise any Company Options and Other Rights (as defined in Section 4(a) below) held by Stockholder as long as the shares received pursuant to any other Person if such exercise will be treated as Subject Securities and will be subject to the terms and restrictions of this Agreement; and (ii) Stockholder may transfer Subject Securities (A) to any member of Stockholder’s family; (B) to a trust for the benefit of Stockholder or any member of Stockholder’s family for estate planning purposes; (C) to one or more partners, subsidiaries and entities that control, are controlled by or are under common control with, Stockholder; or (D) to a charitable organization qualified under Section 510(c)(3) of the Internal Revenue Code of 1986, as amended; provided, however, that any transfer referred to in clauses “(A),” “(B),” “(C)” and “(D)” shall be permitted only if, as a precondition to such Persontransfer, prior the transferee agrees to or concurrently with such Transfer, shall have executed a voting undertaking on be bound by the same terms and conditions of this Agreement and execute a Voting Agreement in form identical to which the Buyer is a beneficiary with respect to such Shares, and (B) Stockholder shall continue to be jointly and severally liable to any breach of such voting undertaking by such other Person; or (ii) to an Affiliate of the Stockholder, if (A) upon such Transfer the Stockholder shall continue to be a beneficial owner of such Shares; and (B) Stockholder shall continue to be jointly and severally liable to any breach of such voting undertaking by such Affiliatethis Agreement. (b) Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder with respect to the voting of any Subject Securities inconsistent with the terms of this Agreement. At all times commencing with the execution and delivery of this Agreement until the Expiration Time, Stockholder shall not, directly or indirectly, during the period from the date of this Agreement through the Expiration Date, deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy proxies or enter into any voting agreement or similar agreement in contravention powers of the obligations of Stockholder under this Agreement attorney with respect to any of the Shares. (c) Stockholder shall not take any action that would (i) make any representation or warranty contained in this Agreement to be untrue or incorrect; or (ii) have the effect of impairing the ability of Stockholder to perform its obligations under this Agreement or preventing or delaying the consummation of Subject Securities, deposit any of the transactions contemplated hereby Subject Securities into a voting trust, or by enter into a voting agreement or similar arrangement or commitment with respect to any of the Asset Purchase AgreementSubject Securities, in each case in a manner which is inconsistent with the terms hereof.

Restrictions on Shares. (a) Stockholder The Shareholder shall not, directly or indirectly, during the period from the date of this Agreement through the Expiration Date, cause or permit any Transfer of any of the its Shares to be effected, except for any Transfer (i) any Transfer to any other Person Person, including an Affiliate of the Shareholder, if (A) such Person, prior to or concurrently with such Transfer, shall have executed a voting undertaking on the same terms and conditions of this Agreement to which the Buyer Parent is a beneficiary with respect to such Shares, and (B) Stockholder the Shareholder shall continue to be jointly and severally liable to any breach of such voting undertaking by such other Person; or (ii) to an Affiliate of the StockholderShareholder, if (A) upon such Transfer the Stockholder Shareholder shall continue to be a beneficial owner of such Shares; and (B) Stockholder the Shareholder shall continue to be jointly and severally liable have the right to any breach control the vote of such voting undertaking by such AffiliateShares in accordance with this Agreement. (b) Stockholder The Shareholder shall not, directly or indirectly, indirectly during the period from the date of this Agreement through the Expiration Date, deposit (or permit the deposit of) any of its Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder the Shareholder under this Agreement with respect to any of the such Shares. (c) Stockholder The Shareholder shall not take any action that would (i) make any representation or warranty contained by the Shareholder in this Agreement to be untrue or incorrect; or (ii) have the effect of impairing the ability of Stockholder the Shareholder to perform its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Asset Purchase Agreementhereby.

Restrictions on Shares. (a) Stockholder The Shareholder shall not, directly or indirectly, during the period from the date of this Agreement through the Expiration Date, cause or permit any Transfer of any of the its Shares to be effected, except for any Transfer (i) any Transfer to any other Person Person, including an Affiliate of the Shareholder, if (A) such Person, prior to or concurrently with such Transfer, shall have executed a voting undertaking on the same terms and conditions of this Agreement to which the Buyer Parent is a beneficiary with respect to such Shares, and (B) Stockholder the Shareholder shall continue to be jointly and severally liable to any breach of such voting undertaking by such other Person; or (ii) to an Affiliate of the StockholderShareholder, if (A) upon such Transfer the Stockholder Shareholder shall continue to be a beneficial owner of such Shares; and (B) Stockholder the Shareholder shall continue to be jointly and severally liable have the right to any breach control the vote of such voting undertaking by such AffiliateShares in accordance with this Agreement. (b) Stockholder The Shareholder shall not, directly or indirectly, indirectly during the period from the date of this Agreement through the Expiration Date, deposit (or permit the deposit of) any of its Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder the Shareholder under this Agreement with respect to any such Shares. It is acknowledged that the Shareholder and Elron Electronic Industries Ltd. ("Elron") are parties to a voting agreement dated September 29, 2003 concerning the voting of the Shares, however, the Shareholder represents and warrants that nothing in such agreement contradicts or contravenes or conflicts with the terms of this Agreement and that the Shareholder shall not agree to, or reach any understanding concerning, the vote by any of the parties to such agreement which is different than the voting set forth in Section 3 hereof. (c) Stockholder The Shareholder shall not take any action that would (i) make any representation or warranty contained by the Shareholder in this Agreement to be untrue or incorrect; or (ii) have the effect of impairing the ability of Stockholder the Shareholder to perform its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Asset Purchase Agreementhereby.

Restrictions on Shares. (a) Stockholder The Shareholder shall not, directly or indirectly, during the period from the date of this Agreement through the Expiration Date, cause or permit any Transfer of any of the his Shares to be effected, except for any a Transfer to an affiliate of the Shareholder, so long as (i) to any other Person if (A) such Personaffiliate, prior to or concurrently with such Transfer, shall have executed a voting undertaking on the same terms and conditions of this Agreement to which the Buyer Parent is a beneficiary with respect to such Shares, and (Bii) Stockholder the Shareholder shall continue to be jointly and severally liable to for any breach of such voting undertaking by such other Person; or (ii) to an Affiliate of the Stockholder, if (A) upon such Transfer the Stockholder shall continue to be a beneficial owner of such Shares; and (B) Stockholder shall continue to be jointly and severally liable to any breach of such voting undertaking by such Affiliateaffiliate. (b) Stockholder The Shareholder shall not, directly or indirectly, during the period from the date of this Agreement through the Expiration Date, deposit (deposit, or permit the deposit of) , any of his Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect to such Shares in contravention of the obligations of Stockholder the Shareholder under this Agreement with respect to any of the such Shares. (c) Stockholder The Shareholder shall not take any action solely in his capacity as a Shareholder that would (i) make any representation or warranty contained by the Shareholder in this Agreement to be untrue or incorrect; or (ii) have the effect of impairing the ability of Stockholder the Shareholder to perform its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Asset Purchase Merger Agreement or this Agreement. (d) Any Transfer or other action taken or effected in violation of this Section 2 shall be void ab initio and of no force or effect.