Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. Stockholder represents, covenants and agrees that, except for the proxy granted in Section 1.2 hereof and as contemplated by this Agreement: (i) Stockholder shall not, directly or indirectly, during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate 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, sale, transfer, tender, pledge hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to, any or all of the Shares or any interest therein; (ii) Stockholder shall not grant any proxy or power of attorney, of deposit any Shares into a voting trust or enter into a voting agreement or other arrangement, with respect to the voting Shares (each a "Voting Proxy") except as provided by this Agreement; and (iii) Stockholder has not granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy will be effectively revoked upon delivery of the executed Proxy as provided hereby.

Transfer and Other Restrictions. Stockholder Shareholder represents, covenants and agrees that, except for the proxy granted in Section 1.2 1.3 hereof and as contemplated by this Agreement: (i) Stockholder Shareholder shall not, directly or indirectly, during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 5 hereof, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate 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, sale, transfer, tender, pledge pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to, any or all of the Shares or any interest therein; (ii) Stockholder Shareholder shall not grant any proxy or power of attorney, of or deposit any Shares into a voting trust or enter into a voting agreement or other arrangement, with respect to the voting of Shares (each a "“Voting Proxy"”) except as provided by this Agreement; and (iii) Stockholder Shareholder has not granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy will is hereby revoked. Notwithstanding the foregoing, Shareholder may transfer any Shares as a bona fide gift or gifts, provided that it shall be effectively revoked upon delivery a condition to such transfer that each donee thereof executes and delivers to Parent (A) an agreement with Parent in the form of this Agreement and (B) an irrevocable proxy in the executed Proxy form attached hereto as provided herebyExhibit I, in each case with respect to any and all Shares so transferred.

Transfer and Other Restrictions. Stockholder Shareholder represents, covenants and agrees that, except for the proxy granted in Section 1.2 1.3 hereof and as contemplated by this Agreement: (i) Stockholder Shareholder shall not, directly or indirectly, during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate 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, sale, transfer, tender, pledge pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to, any or all of the Shares or any interest therein; (ii) Stockholder Shareholder shall not grant any proxy or power of attorney, of or deposit any Shares into a voting trust or enter into a voting agreement or other arrangement, with respect to the voting of Shares (each a "“Voting Proxy"”) except as provided by this Agreement; and (iii) Stockholder Shareholder has not granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy will is hereby revoked. Notwithstanding the foregoing, Shareholder may transfer any Shares as a bona fide gift or gifts, provided that it shall be effectively revoked upon delivery a condition to such transfer that each donee thereof executes and delivers to Parent (A) an agreement with Parent in the form of this Agreement and (B) an irrevocable proxy in the executed Proxy form attached hereto as provided herebyExhibit I, in each case with respect to any and all Shares so transferred.

Transfer and Other Restrictions. Stockholder Shareholder represents, covenants and agrees that, except for as agreed to by the proxy granted Company in Section 1.2 hereof and as contemplated by this Agreementwriting: (i) Stockholder Shareholder shall not, directly or indirectly, during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereof, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate 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, sale, transfer, tender, pledge pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance Lien of any nature whatsoever with respect to, any or all of the Shares or any interest therein; provided, however, that Shareholder may contribute the Shares to Parent as contemplated by the Merger Agreement; (ii) Stockholder Shareholder shall not grant any proxy or power of attorney, of or deposit any Shares into a voting trust or enter into a voting agreement or other arrangement, with respect to the voting of Shares (each a "“Voting Proxy"”) except (A) proxies delivered to management, so long as provided such proxies do not contravene Shareholder’s obligations pursuant to Section 1.2 hereof or (B) by this Agreementorder of a court of competent jurisdiction; and (iii) Stockholder Shareholder has not granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy will be effectively revoked upon delivery is hereby revoked. For the avoidance of doubt, this Agreement does not amend or modify, or change or limit in any way, the obligations and agreements of Mill Road Capital Management LLC pursuant to Section 7 of the executed Proxy as provided herebyConfidentiality Agreement.

Transfer and Other Restrictions. Stockholder represents, covenants and agrees that, except for the proxy granted in Section 1.2 hereof and as contemplated by this Agreement: (i) Stockholder shall not, directly or indirectly, during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 4 hereofFebruary 1, 2013, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate 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, sale, transfer, tender, pledge pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance encumbrance of any nature whatsoever with respect to, any or all of the Shares or any interest therein; (ii) Stockholder shall not grant any proxy or power of attorney, of or deposit any Shares into a voting trust or enter into a voting agreement or other arrangement, with respect to the voting of Shares (each a "“Voting Proxy"”) except as provided by this Agreement; and (iii) Stockholder has not granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy will be effectively revoked upon delivery is hereby revoked. Notwithstanding the foregoing, and for avoidance of doubt, Stockholder is not restricted by this Agreement from transferring or otherwise disposing of any shares of common stock of XXXX, other than the executed Proxy as provided herebyShares.