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

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 3 hereof), none of the Stockholders shall: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; or (e) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby; provided, however, that a Stockholder shall be permitted to Transfer any or all of the Shares 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.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 3 hereof), none of the Stockholders shallStockholder shall not: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; or (e) take any other action that would in any way restrict, limit or interfere with the performance of such the Stockholder’s obligations hereunder or the transactions contemplated hereby; provided, however, that a the Stockholder shall be permitted to Transfer any or all of the Shares 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.

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 3 hereof)or in the Merger Agreement, none of the Stockholders shallStockholder shall not: (ai) transfer, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution dividend or otherwisedistribution) 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 Shares or any right or interest therein; (bii) enter into any contract, option or other agreement, arrangement or understanding agreement with respect to any Transfer; (ciii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the SharesShares 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; (div) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; or (ev) knowingly, directly or indirectly, take or cause the taking of any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby; provided, however, that a Stockholder shall be permitted to Transfer excluding any or all of the Shares 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 Transferbankruptcy filing.