Common use of Transfer of Subject Shares, Options and Warrants Clause in Contracts

Transfer of Subject Shares, Options and Warrants. Except pursuant to this Agreement and except as provided in the immediately succeeding sentence of this Section 3(c), the Stockholder agrees not to (i) Transfer, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, the Subject Shares, any Option or Warrant or any shares of Common Stock subject to any Option or Warrant to any person, other than pursuant to the terms of the Merger, (ii) enter into any voting arrangement, whether by proxy, power-of-attorney, voting agreement, voting trust or otherwise, in connection with, directly or indirectly, any Acquisition Proposal or (iii) convert (or cause to be converted) any of the Subject Shares consisting of Class A Common Stock into Class B Common Stock, in whole or in part, and agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder shall have the right (i) for estate planning purposes, to Transfer Subject Shares to a transferee if and only if such Transfer will not result in the automatic conversion of Class A Common Stock or Class C Common Stock to Class B Common Stock or the reduction in the number of votes allocated to the Series I Preferred Stock and only following the due execution and delivery to Xxxx Xxxxx by each transferee of a legal, valid and binding counterpart to this Agreement and (ii) to pledge such Subject Shares for purposes of securing customary margin or similar loans (and other customary steps related thereto, including transferring the certificate evidencing the shares into the name of the lender or its nominee) if and only if, in the case of the Class A Common Stock or the Series I Preferred Stock, such pledge will not result in the automatic conversion of Class A Common Stock to Class B Common Stock or the reduction in the number of votes allocated to the Series I Preferred Stock and only following the delivery to Xxxx Xxxxx of an acknowledgment by the pledgee of the existence of this Agreement.

Transfer of Subject Shares, Options and Warrants. Except pursuant to this Agreement and except as provided in the immediately succeeding sentence of this Section 3(c), the Stockholder agrees not to (i) Transfer, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, the Subject Shares, any Option option or Warrant warrant or any shares of Common Stock subject to any Option option or Warrant warrant to any person, other than pursuant to the terms of the Merger, (ii) enter into any voting arrangement, whether by proxy, power-of-attorney, voting agreement, voting trust or otherwise, in connection with, directly or indirectly, any Acquisition Proposal or (iii) convert (or cause to be converted) any of the Subject Shares consisting of Class A Common Stock into Class B Common Stock, in whole or in part, and agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder shall have the right (i) for estate planning purposes, to Transfer Subject Shares to a transferee if and only if such Transfer will not result in the automatic conversion of Class A Common Stock or Class C Common Stock to Class B Common Stock or the reduction in the number of votes allocated to the Series I Preferred Stock and only following the due execution and delivery to Xxxx Xxxxx Fred Meyer by each transferee of a legal, valid and binding counterpart coxxxxrxxxx to this Agreement and (ii) to pledge such Subject Shares for purposes of securing customary margin or similar loans (and other customary steps related thereto, including transferring the certificate evidencing the shares into the name of the lender or its nominee) if and only if, in the case of the Class A Common Stock or the Series I Preferred Stock, such pledge will not result in the automatic conversion of Class A Common Stock to Class B Common Stock or the reduction in the number of votes allocated to the Series I Preferred Stock and only following the delivery to Xxxx Xxxxx Fred Meyer of an acknowledgment by the pledgee of the existence of this existencx xx xxxx Agreement.

Transfer of Subject Shares, Options and Warrants. Except pursuant to this Agreement and except as provided in the immediately succeeding sentence of this Section 3(c), the Stockholder agrees not to (i) Transfer, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, the Subject Shares, any Option option or Warrant warrant or any shares of Common Stock Stock, subject to any Option option or Warrant warrant to any person, person other than pursuant to the terms of the Merger, (ii) enter into any voting arrangement, whether by proxy, power-of-attorney, voting agreement, voting trust or otherwise, in connection with, directly or indirectly, any Acquisition Proposal or (iii) convert (or cause to be converted) any of the Subject Shares consisting of Class A Common Stock into Class B Common Stock, in whole or in part, and agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder shall have the right (i) for estate planning purposes, to Transfer Subject Shares to a transferee if and only if such Transfer will not result in the automatic conversion of Class A Common Stock or Class C Common Stock to Class B Common Stock or the reduction in the number of votes allocated to the Series I Preferred Stock and only following the due execution and delivery to Xxxx Xxxxx Fred Meyer by each transferee of a legal, valid and binding counterpart coxxxxrxxxx to this Agreement and (ii) to pledge such Subject Shares for purposes of securing customary margin or similar loans (and other customary steps related thereto, including transferring the certificate evidencing the shares into the name of the lender or its nominee) if and only if, in the case of the Class A Common Stock or the Series I Preferred Stock, such pledge will not result in the automatic conversion of Class A Common Stock to Class B Common Stock or the reduction in the number of votes allocated to the Series I Preferred Stock and only following the delivery to Xxxx Xxxxx Fred Meyer of an acknowledgment by the pledgee of the existence of this existencx xx xxxx Agreement.

Transfer of Subject Shares, Options and Warrants. Except pursuant to this Agreement and except as provided in the immediately succeeding sentence of this Section 3(c), the Stockholder agrees not to (i) Transfer, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, the Subject Shares, any Option or Warrant or any shares of Common Stock subject to any Option or Warrant to any person, other than pursuant to the terms of the Merger, (ii) enter into any voting arrangement, whether by proxy, power-of-attorney, voting agreement, voting trust or otherwise, in connection with, directly or indirectly, any Acquisition Proposal or (iii) convert (or cause to be converted) any of the Subject Shares consisting of Class A Common Stock into Class B Common Stock, in whole or in part, and agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder shall have the right (i) for estate planning purposes, to Transfer Subject Shares to a transferee if and only if such Transfer will not result in the automatic conversion of Class A Common Stock or Class C Common Stock to Class B Common Stock or the reduction in the number of votes allocated to the Series I Preferred Stock and only following the due execution and delivery to Xxxx Xxxxx Fred Meyer by each transferee of a legal, valid and binding counterpart coxxxxrxxxx to this Agreement and (ii) to pledge such Subject Shares for purposes of securing customary margin or similar loans (and other customary steps related thereto, including transferring the certificate evidencing the shares into the name of the lender or its nominee) if and only if, in the case of the Class A Common Stock or the Series I Preferred Stock, such pledge will not result in the automatic conversion of Class A Common Stock to Class B Common Stock or the reduction in the number of votes allocated to the Series I Preferred Stock and only following the delivery to Xxxx Xxxxx Fred Meyer of an acknowledgment by the pledgee of the existence of this existencx xx xxxx Agreement.