Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Shareholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing its obligations under this Agreement. (b) To the extent Shareholder is, as of the date hereof, party to a contract or agreement that requires Shareholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Company), Shareholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit Shareholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Shareholder may hold; provided that the securities acquired upon such exercise shall be deemed Shares.

Transfer and Other Restrictions. (a) Prior to the termination ------------------------------- of this Agreement, Shareholder Stockholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing its obligations under this Agreement. (b) To the extent Shareholder Stockholder is, as of the date hereof, party to a contract or agreement that requires Shareholder Stockholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Company), Shareholder Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit Shareholder Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Shareholder Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Shares.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Shareholder Stockholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing its obligations under this Agreement. (b) To the extent Shareholder Stockholder is, as of the date hereof, party to a contract or agreement that requires Shareholder Stockholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Company), Shareholder Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit Shareholder Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Shareholder Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Shares.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Shareholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing its obligations under this Agreement. (b) To the extent Shareholder is, as of the date hereof, party to a contract or agreement that requires Shareholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Company), Shareholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit Shareholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Shareholder may hold; provided PROVIDED that the securities acquired upon such exercise shall be deemed Shares.

Transfer and Other Restrictions. (a) Prior to the termination of the Company’s Shareholders obligations under this AgreementSection 1.3 pursuant to Section 3 hereof, the Company Shareholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to to, or consent to the offer for sale sale, Transfer or other disposition of of, any or all of the Subject Securities Shares or any interest therein except as provided in Section 1.2 hereoftherein; (ii) grant any proxy, proxy or power of attorneyattorney with respect to the Shares, deposit any of the Subject Securities Shares into a voting trust or enter into a voting agreement (other than this Agreement) or arrangement with respect to the Subject Securities except as provided in this AgreementShares; provided, however, that Company Shareholder may grant a proxy which obligates the recipient of such proxy to vote the Shares consistent with the terms hereof (it being understood that the grant of such proxy does not relieve the Company Shareholder of his obligations under Section 1.2 hereof) or (iii) take any other action that would make any representation or warranty of the Company Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Company Shareholder from performing its his obligations under this Agreement. (b) To the extent the Company Shareholder is, as of the date hereof, party to a contract or agreement that requires the Company Shareholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Company)entity, the Company Shareholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit the Company Shareholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant the Company Shareholder may hold; provided that the securities acquired upon such exercise shall be deemed Sharessubject to this Agreement.

Transfer and Other Restrictions. (a) Prior to the termination of ------------------------------- this Agreement, Shareholder Stockholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing its obligations under this Agreement. (b) To the extent Shareholder Stockholder is, as of the date hereof, party to a contract or agreement that requires Shareholder Stockholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Company), Shareholder Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit Shareholder Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Shareholder Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Shares.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Shareholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder from performing its obligations under this Agreement. (b) To the extent Shareholder is, as of the date hereof, party to a contract or agreement that requires Shareholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to the Company), Shareholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit Shareholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Shareholder may hold; provided that the securities acquired upon such exercise shall be deemed Shares.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Shareholder Stockholder agrees not to, directly or indirectly: (ia) except pursuant to the terms of the Merger AgreementAgreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, Transfer sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale Transfer sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of any or all of the Subject Securities or any interest therein therein, (i) except as provided in Section 1.2 hereof6 hereof or (ii) unless each person to which any of such Securities, or any interest in any of such Securities, is or may be transferred shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as ANNEX I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (iib) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iiic) take any other action that would make for the purpose of making any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing its obligations under this Agreement. (b) To the extent Shareholder is, as of the date hereof, party to a contract or agreement that requires Shareholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Company), Shareholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit Shareholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Shareholder may hold; provided that the securities acquired upon such exercise shall be deemed Shares.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Shareholder Stockholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing its obligations under this Agreement. (b) To the extent Shareholder Stockholder is, as of the date hereof, party to a contract or agreement that requires Shareholder Stockholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Parent or the Company, as the case may be), Shareholder Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit Shareholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Shareholder may hold; provided that the securities acquired upon such exercise shall be deemed Shares.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Shareholder Stockholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger AgreementAgreement or as may be specifically required by court order, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this AgreementAgreement or as may be specifically required by court order; or (iii) take any other action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing its obligations under this Agreement. (b) To the extent Shareholder Stockholder is, as of the date hereof, party to a contract or agreement that requires Shareholder Stockholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Company), Shareholder Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit Shareholder Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Shareholder Stockholder may holdhold to acquire capital stock of the Company; provided that the securities of the Company acquired upon such exercise shall be deemed Shares.

Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Shareholder Stockholder agrees not to, directly or indirectly: (ia) except pursuant to the terms of the Merger AgreementAgreement or pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof, offer for sale, Transfer sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale Transfer sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of any or all of the Subject Securities or any interest therein therein, (i) except as provided in Section 1.2 hereof6 hereof or (ii) unless each person to which any of such Securities, or any interest in any of such Securities, is or may be transferred shall have: (A) executed a counterpart of this Agreement and a proxy in the form attached hereto as Annex I and (B) agreed in writing to hold such Securities (or interest in such Securities) subject to all of the terms and provisions of this Agreement; (iib) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iiic) take any other action that would make for the purpose of making any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Shareholder Stockholder from performing its obligations under this Agreement. (b) To the extent Shareholder is, as of the date hereof, party to a contract or agreement that requires Shareholder to Transfer Shares to another person or entity (excluding a contract or agreement pledging Shares to Company), Shareholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Shares to be Transferred. Nothing herein shall prohibit Shareholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Shareholder may hold; provided that the securities acquired upon such exercise shall be deemed Shares.