Common use of Restrictions on Transfer, Proxies and Non-interference Clause in Contracts

Restrictions on Transfer, Proxies and Non-interference. (a) Shareholder hereby agrees, until the termination of this Agreement pursuant to Section 4.1 not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of Shareholder’s Shares, (ii) grant any proxy or power of attorney, deposit any of Shareholder’s Shares into a voting trust or enter into a voting agreement with respect to any of Shareholder’s Shares, or (iii) take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing, impairing, or disabling Shareholder from timely and promptly performing Shareholder’s obligations under this Agreement. (b) Shareholder hereby agrees, if so requested by Parent, (i) that the Shares held by Shareholder shall bear a legend stating that they are subject to this Agreement and to an irrevocable proxy and (ii) that, subject to the terms of Section 2.3(a), such Shareholder shall not sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of Shareholder’s Shares without first having the aforementioned legend affixed to the certificates representing such Shares.

Restrictions on Transfer, Proxies and Non-interference. (a) Shareholder Stockholder hereby agrees, until during the termination of this Agreement Term, and except as contemplated hereby (including pursuant to Section 4.1 the Contribution Agreement and the Custody Agreement, if Stockholder is a party thereto), not to (i) without Investor's prior written consent, sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of Shareholder’s the Shares, (ii) grant any proxy or power of attorneyproxies, deposit any of Shareholder’s Shares into a voting trust or enter into a voting agreement with respect to any of Shareholder’s Shares, or (iii) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing, impairing, preventing or disabling Shareholder Stockholder from timely and promptly performing Shareholder’s Stockholder's obligations under this Agreement. . Stockholder further agrees that it (a) will tender to the Company, within ten business days of the date of this Agreement, all certificates representing such Stockholder's Shares (other than any certificates which have been delivered to, and held by, the custodian pursuant to the Custody Agreement) for the Company to inscribe thereupon the following legend: "The shares of Common Stock, no par value per share, of Shaw Xxxustries, Inc. (the "Company") represented by this certificate are subject to a Voting Agreement, and may not be sold or otherwise transferred, except in accordance therewith. A copy of such Voting Agreement is available for inspection at the principal executive office of the Company", and (b) Shareholder hereby agreeswill, if so requested by Parentwithin ten business days of the date of this Agreement, (i) that no longer hold any Shares, whether certificated or uncertificated, in "street name" or in the Shares held by Shareholder shall bear a legend stating that they are subject to this Agreement and to an irrevocable proxy and (ii) that, subject to the terms name of Section 2.3(a), such Shareholder shall not sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of Shareholder’s Shares without first having the aforementioned legend affixed to the certificates representing such Sharesnominee.

Restrictions on Transfer, Proxies and Non-interference. (a) Shareholder Stockholder hereby agrees, until the termination of this Agreement pursuant to Section 4.1 3.1 not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of ShareholderStockholder’s Shares, (ii) grant any proxy or power of attorneyproxies, deposit any of ShareholderStockholder’s Shares into a voting trust or enter into a voting agreement with respect to any of ShareholderStockholder’s Shares, or (iii) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing, impairing, or disabling Shareholder Stockholder from timely and promptly performing ShareholderStockholder’s obligations under this Agreement. (b) Shareholder Stockholder hereby agrees, if so requested by Parent, (i) that the Shares held by Shareholder Stockholder shall bear a legend stating that they are subject to this Agreement and to an irrevocable proxy and (ii) that, subject to the terms of Section 2.3(a), such Shareholder Stockholder shall not sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of ShareholderStockholder’s Shares without first having the aforementioned legend affixed to the certificates representing such Shares.

Restrictions on Transfer, Proxies and Non-interference. (a) Shareholder Stockholder hereby agrees, until the termination of this Agreement pursuant to Section 4.1 3.1 not to (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of Shareholder’s Stockholder's Shares, (ii) grant any proxy or power of attorneyproxies, deposit any of Shareholder’s Stockholder's Shares into a voting trust or enter into a voting agreement with respect to any of Shareholder’s Stockholder's Shares, or (iii) take any action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing, impairing, or disabling Shareholder Stockholder from timely and promptly performing Shareholder’s Stockholder's obligations under this Agreement. (b) Shareholder Stockholder hereby agrees, if so requested by Parent, (i) that the Shares held by Shareholder Stockholder shall bear a legend stating that they are subject to this Agreement and to an irrevocable proxy and (ii) that, subject to the terms of Section 2.3(a), such Shareholder Stockholder shall not sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of Shareholder’s Stockholder's Shares without first having the aforementioned legend affixed to the certificates representing such Shares.

Restrictions on Transfer, Proxies and Non-interference. (a) Each Shareholder hereby agreesagrees that, until except as expressly contemplated by the termination terms of this Agreement pursuant to Section 4.1 not to or the Amalgamation Agreement, such Shareholder shall not, directly or indirectly: (i) sell, transfer, pledge, encumber, assign Transfer (or otherwise dispose cause or permit the Transfer of, or enter into ) any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of Shareholder’s Covered Shares, (ii) grant any a proxy or power of attorney, deposit into any of Shareholder’s Shares into a voting trust or trust, enter into a any voting agreement or create or permit to exist any Liens with respect to any of Shareholder’s Covered Shares, or (iii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing, impairingimpeding, interfering with or disabling Shareholder from timely and promptly performing adversely affecting such Shareholder’s ability to perform such Shareholder’s obligations under this Agreement. (b) . Any Transfer in violation of this provision shall be void. Each Shareholder hereby agrees, if further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares. If so requested by Parent, (i) each Shareholder agrees that the certificates representing Covered Shares held by Shareholder shall bear a legend stating that they are subject to this Agreement and to an the irrevocable proxy and granted in Section 2.2(a). (b) Each Shareholder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Entity, that (i) challenges the validity of, or seeks to enjoin the operation of, any provision of this Agreement or the Amalgamation Agreement, or (ii) thatalleges that the execution and delivery of this Agreement by such Shareholder, subject either alone or together with the other voting agreements to be delivered in connection with the terms execution of Section 2.3(a), such Shareholder shall not sell, transfer, pledge, encumber, assign or otherwise dispose ofthe Amalgamation Agreement, or enter into the approval of the Amalgamation Agreement or Agreement by the board of directors of the Company, breaches any contract, option fiduciary duty of the board of directors of the Company or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of Shareholder’s Shares without first having the aforementioned legend affixed to the certificates representing such Sharesmember thereof.