Common use of Restrictions on Shares Clause in Contracts

Restrictions on Shares. (a) Prior to the Expiration Time (as defined in Section 1(e)), Shareholder shall not, directly or indirectly: (i) transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber, any Lock-Up Shares (as defined in Section 1(e)), enter into any Hedging Transaction, or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, or publicly disclose the intention to take any of the foregoing actions; (ii) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust, or enter into a voting agreement or similar arrangement or commitment with respect to any of the Shares or make any public announcement that is in any manner inconsistent with Section 2; or (iii) in his, her or its capacity as a Shareholder of Parent, directly or indirectly, take any action that would make any representation or warranty contained herein untrue or incorrect or be reasonably expected to have the effect of impairing the ability of Shareholder to perform his, her or its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or in the Merger Agreement. (b) Following the Effective Time, Shareholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of or encumber any Lock-Up Shares or enter into any Hedging Transaction (as defined in Section 1(e)) relating to the Lock-Up Shares, or publicly disclose the intention to take any of the foregoing actions, until the date that is 6 months after the Effective Time the “Lock-Up Expiration Date”), subject to extension of such period pursuant to any applicable regulatory requirement.

Restrictions on Shares. (a) Prior to the Expiration Time (as defined in Section 1(e1(d)), Shareholder Stockholder shall not, directly or indirectly: (i) transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber, any Lock-Up the Shares (as defined in Section 1(e5) or any New Shares (as defined in Section 1(d)), enter into any Hedging Transaction, or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, or publicly disclose at any time prior to the intention to take any of the foregoing actionsExpiration Time; (ii) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust, or enter into a voting agreement or similar arrangement or commitment with respect to any of the Shares or make any public announcement that is in any manner inconsistent with Section 2; or (iii) in his, her or its capacity as a Shareholder Stockholder of Parentthe Company, directly or indirectly, take any action that would make any representation or warranty contained herein untrue or incorrect or be reasonably expected to have the effect of impairing the ability of Shareholder Stockholder to perform his, her or its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or in the Merger AgreementCompany Stockholder Written Consent (as defined in Section 1(d)). (b) Following the Effective Time, Shareholder Stockholder shall not, directly or indirectly, indirectly transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of or encumber any Lock-Up Shares (as defined in Section 1(d)) or enter into any Hedging Transaction (as defined in Section 1(e1(d)) relating to the Lock-Up Shares, or publicly disclose the intention to take any Shares (each of the foregoing actions, referred to as a “Disposition”) until the date that is 6 six (6) months after the Effective Time Time. (c) Notwithstanding the “restrictions set forth in clauses (a) and (b) of this Section 1: (i) if Stockholder is an individual, Stockholder may transfer Shares, New Shares or Lock-Up Expiration Date”)Shares to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes; and, if Stockholder is a private equity or venture capital fund, Stockholder may distribute Shares, New Shares or Lock-Up Shares to its partners, members and equity holders or transfer Shares, New Shares or Lock-Up Shares to any affiliate of the Stockholder or any investment fund or other entity controlled or managed by Stockholder in a transaction not involving a disposition for value; provided, that, in any such case it shall be a condition to the transfer or distribution that the transferee or distributee execute an agreement stating that the transferee or distributee is receiving and holding the Shares, New Shares or Lock-Up Shares subject to extension the provisions of such period this Agreement; (ii) in the event the U.S. Internal Revenue Service or other applicable tax authority challenges the treatment of the Merger as a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, Stockholder shall be released from the transfer restrictions imposed on the Lock-Up Shares pursuant to this Agreement to the extent reasonably necessary to cover the resulting, or anticipated as the resulting, tax liability to Stockholder by virtue of the Merger and the merger consideration received by Stockholder pursuant to the Merger Agreement not qualifying for such tax-free treatment; (iii) nothing contained herein will be deemed to restrict the ability of Stockholder to exercise any applicable regulatory requirement.Company Options or Company Warrants held by Stockholder; and (d) The following terms shall have the following meanings for purposes of this Agreement: