Common use of Transfer and Encumbrance of Subject Securities Clause in Contracts

Transfer and Encumbrance of Subject Securities. From the date hereof until the Expiration Time, the Company Stockholder shall not, with respect to any Subject Securities Beneficially Owned by the Company Stockholder, (a) Transfer any such Subject Securities or (b) deposit any such Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Securities or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. Notwithstanding the foregoing, this Section 2(a) shall not prohibit a Transfer of any Subject Securities by the Company Stockholder to an Affiliate of the Company Stockholder; provided, that a Transfer described in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement.

Transfer and Encumbrance of Subject Securities. From the date hereof until the Expiration Time, the Company Stockholder shall not, with respect to any Subject Securities Beneficially Owned by the Company Stockholder, (a) Transfer more than 25% of any such of its Subject Securities owned as of the date hereof or (b) deposit any such Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Securities or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. Notwithstanding the foregoing, this Section 2(a) shall not prohibit a Transfer of any Subject Securities by the Company Stockholder to an Affiliate of the Company Stockholder; provided, that a Transfer described in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by all of the terms of this Agreement.