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

Transfer and Encumbrance of Subject Securities. Before the receipt of due approval of the Idaho Share Issuance by Idaho’s shareholders, each Securityholder (severally as to itself and not jointly) agrees (and agrees to cause each of its Affiliates to agree), with respect to any Subject Securities owned beneficially or of record by such Securityholder, not to (a) Transfer any such Subject Securities except pursuant to a Permitted Transfer or pursuant to the Merger and the transactions contemplated by the Merger Agreement or (b) deposit any such Subject Securities into a voting trust or enter into any agreement, arrangement or understanding with any Person to vote or give instructions inconsistent with this Section 2, including any rights to acquire, any granting of, options, rights of first offer or refusal, or any voting agreement or arrangement with respect to such Securityholder’s Subject Securities, grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto or commit or agree, directly or indirectly, to take any of the foregoing actions. Such Securityholder further agrees (and agrees to cause each of its Affiliates to agree) to authorize and request INSW to notify INSW’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities and that this Agreement places limits on the voting of the Subject Securities; provided, however, that any such stop transfer order shall terminate upon the Expiration Time. For the avoidance of doubt, nothing in this Agreement will restrict any Securityholder from Transferring any INSW Shares following receipt of the Required Votes.

Transfer and Encumbrance of Subject Securities. Before Until the receipt earlier of due approval of (x) the Idaho Share Issuance by Idaho’s shareholdersExpiration Time and (y) Gatos Stockholder Approval, each the Securityholder (severally as to itself and not jointly) agrees (and agrees to cause each of its Affiliates to agree)agrees, with respect to any Subject Securities owned beneficially or of record by such the Securityholder, not to (a) Transfer any such Subject Securities except pursuant to a Permitted Transfer or pursuant to the Merger and the transactions contemplated by the Merger Agreement Transfer; or (b) deposit any such Subject Securities into a voting trust or enter into any agreement, arrangement or understanding with any Person to vote or give instructions inconsistent with this Section 2, including any rights to acquire, any granting of, options, rights of first offer or refusal, or any voting agreement or arrangement with respect to such the Securityholder’s Subject Securities, grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto or enter into any agreement or arrangement with any person to limit, restrict or adversely affect the Securityholder’s legal power to, authority or right to vote any of its Subject Securities or otherwise prevent the Securityholder from performing its obligations under this Agreement or commit or agree, directly or indirectly, to take any of the foregoing actions. Such The Securityholder further agrees (and agrees to cause each of its Affiliates to agree) to authorize and request INSW authorizes Xxxxx to notify INSWXxxxx’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities and that this Agreement places limits on the voting of the Subject SecuritiesSecurities (subject to the provisions hereof); provided, however, that any such stop transfer order shall terminate upon the Expiration Time. For the avoidance of doubt, nothing in this Agreement will restrict any Securityholder from Transferring any INSW Shares following receipt of the Required Votes.