Common use of Transfer of the Shares; Other Actions Clause in Contracts

Transfer of the Shares; Other Actions. (a) Prior to the Termination Date, except as otherwise expressly provided herein (including pursuant to Section 3, this Section 4 or Section 5) or in the Merger Agreement, Stockholder shall not, and shall cause each of its subsidiaries not to: (i) transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Stockholder’s Equity Interests in the Company, including any Shares, or any right or interest therein; (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in a manner, inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof; (iv) deposit any of the Stockholder’s Equity Interests, including the Shares, into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Equity Interests, including the Shares; or

Transfer of the Shares; Other Actions. (a) Prior to the Termination Datetermination of this Agreement, except as otherwise expressly provided herein (including pursuant to Section 33 hereof), this Section 4 or Section 5) or in none of the Merger Agreement, Stockholder shall not, and shall cause each of its subsidiaries not toStockholders shall: (ia) transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend dividend, distribution or distributionotherwise) of, enter into any derivative arrangement with respect to, create or suffer to exist any Encumbrances (other than Permitted Encumbrances) on or consent to any of the foregoing (“Transfer”), any or all of the Stockholder’s Equity Interests in Shares or the Company, including any Shares, Warrants or any right or interest therein; (iib) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iiic) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares with respect to any matter that is, or that is reasonably likely to be exercised in a manner, inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereofWarrants; (ivd) deposit any of the Stockholder’s Equity Interests, including the Shares, Shares or Warrants into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares or Warrants; or (e) take any other action that would in any way restrict, limit or interfere with the performance of such Equity InterestsStockholder’s obligations hereunder or the transactions contemplated hereby; provided, including however, that a Stockholder shall be permitted to Transfer any or all of the Shares; orShares to any of such Stockholder’s partners, provided that it shall be a condition to the Transfer that (x) the transferee execute an agreement stating that the transferee is receiving and holding such Shares subject to the provisions of this Agreement or (y) Parent or Purchaser consent to such Transfer.