Common use of Transfer of Subject Shares Clause in Contracts

Transfer of Subject Shares. Except with respect to that number of Subject Shares set forth next to such Stockholder's name in Schedule B which is in excess of the number of Subject Shares set forth on Schedule B necessary to approve the Reorganization and Merger Agreement (taking into account any and all other Transfers, as defined below, of Subject Shares by any other Stockholder), the Stockholder agrees not to (i) convert, transfer, sell, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of the Subject Shares to any person other than pursuant to the terms of the Reorganization or (ii) enter into any voting arrangement, whether by proxy, power-of-attorney, voting agreement, voting trust or otherwise.