Common use of Transfer and Encumbrance of Shares Clause in Contracts

Transfer and Encumbrance of Shares. (a) From the date of this Agreement until the earliest of (i) Parent Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Parent Stockholder Approval, a Parent Change of Recommendation in accordance with Section 6.4(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that increases the amount or changes the form of Merger Consideration payable to the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, or (v) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto.