Common use of Restrictions on Transfer; Proxies; Non-Interference Clause in Contracts

Restrictions on Transfer; Proxies; Non-Interference. Each Stockholder hereby agrees, until the Termination Time, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, grant, assignment or other disposition of, record or beneficial ownership of any of the Shares (whether acquired heretofore or hereafter) or any interest in any of the foregoing, except to Parent, (ii) in connection with any Acquisition Proposal, vote, agree to vote, grant any proxy or power of attorney to vote, deposit into a voting trust or enter into a voting agreement with respect to, any Shares except for, with, by or on behalf of Parent or Merger Subsidiary 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 such Stockholder from performing such Stockholder's obligations under this Agreement, or that would otherwise materially hinder or delay Parent from consummating the Merger.

Restrictions on Transfer; Proxies; Non-Interference. (i) Each Stockholder of Company hereby agrees, until the Termination Time, not to (iA) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, grant, assignment or other disposition of, record or beneficial ownership of any of the such Stockholder’s Shares (whether acquired heretofore or hereafter) or any interest in any of the foregoing, except to Parent, (iiB) in connection with any Acquisition Company Takeover Proposal, vote, agree to vote, grant any proxy or power of attorney to vote, deposit into a voting trust or enter into a voting agreement with respect to, any of such Stockholder’s Shares except for, with, by or on behalf of Parent or Merger Subsidiary or Parent or (iiiC) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing such Stockholder from performing such Stockholder's ’s obligations under this Agreement, or that would otherwise materially hinder or delay Parent from consummating the Merger. (ii) Each Stockholder of Parent hereby agrees, until the Termination Time, not to take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing such Stockholder from performing such Stockholder’s obligations under this Agreement.