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

Restrictions on Transfer, Proxies and Non-interference. Except as applicable in connection with the transactions contemplated by Section 2 hereof, Stockholder shall not, directly or indirectly: (i) except as contemplated by this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any Contract or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, trade, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement.

Restrictions on Transfer, Proxies and Non-interference. Except as applicable in connection with the transactions contemplated by Section 2 hereof, Stockholder shall not, directly or indirectly: (i) except as contemplated by this Agreement, Agreement offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any Contract or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, trade, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement.

Restrictions on Transfer, Proxies and Non-interference. Except Stockholder hereby agrees, during the Term and except as applicable in connection with the transactions contemplated by Section 2 hereofhereby, Stockholder shall not, directly or indirectly: not to (i) except as contemplated by this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any Contract contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, trade, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder Shares or any interest therein; Stockholder Options, (ii) except as contemplated by this Agreement, grant any proxies or powers of attorneyproxies, deposit any Stockholder Shares into a voting trust or enter into a voting agreement with respect to any Stockholder Shares; , or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling Stockholder from performing Stockholder’s 's obligations under this Agreement.

Restrictions on Transfer, Proxies and Non-interference. Except Stockholder hereby agrees, while this Agreement is in effect, and except as applicable in connection with the transactions contemplated by Section 2 hereofhereby, Stockholder shall not, directly or indirectly: not to (i) except as contemplated by this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any Contract contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, trade, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; Shares, (ii) except as contemplated by this Agreement, grant any proxies or powers of attorneyproxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; , or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling Stockholder from performing Stockholder’s 's obligations under this Agreement.

Restrictions on Transfer, Proxies and Non-interference. Except as applicable in connection with During the transactions contemplated by Section 2 hereofterm of this Agreement, the Stockholder shall not, not (and shall not permit the Stockholder's Representatives to): (i) directly or indirectly: (i) except as contemplated by this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any Contract contract, option or other arrangement or understanding with respect to, to or consent to the offer for sale, sale, transfer, tradetender, pledge, encumbrance, assignment or other disposition of, any or all of the such Stockholder's Shares or any interest therein, provided that the Stockholder may tender his or its Shares in the tender offer contemplated by the Merger Agreement; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder’s 's obligations under this Agreement.