Common use of TRANSFERS; OTHER VOTING ARRANGEMENTS Clause in Contracts

TRANSFERS; OTHER VOTING ARRANGEMENTS. (a) Such FEI Stockholder may not Transfer any Stockholder FEI Shares except to a Transferee that has made a Superior FEI Proposal in the FEI Acquisition Transaction contemplated by such Superior FEI Proposal. (b) Such FEI Stockholder shall not, directly or indirectly, enter into any voting arrangement, whether by proxy, voting arrangement, voting agreement, voting trust or otherwise with respect to any of its Stockholder FEI Shares, other than this Agreement and the Proxy; PROVIDED that nothing set forth in this Section 3.03 or in the Proxy is intended or shall be construed to restrict or impair the right of such FEI Stockholder to vote or consent (or grant a proxy causing to be voted or consented) any of its Stockholder FEI Shares in favor of any Superior FEI Proposal or related FEI Acquisition Transaction. (c) Such FEI Stockholder shall not, directly or indirectly, take any action that would or could reasonably be expected to invalidate or in any way limit the enforceability by the Proxyholders (as defined in the Proxy) of the Proxy. (d) Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict such FEI Stockholder from acting in his or her capacity as a director or officer of FEI (it being understood that this Agreement shall apply to such FEI Stockholder solely in such FEI Stockholder's capacity as a stockholder of FEI). No conduct or action taken by such FEI Stockholder, if such FEI Stockholder is also a director or officer of FEI (in his or her capacity as such), shall be deemed to constitute a breach of any provision of this Agreement.

TRANSFERS; OTHER VOTING ARRANGEMENTS. (a) Such FEI The Stockholder may not Transfer any Stockholder FEI Xxxxxxxx Shares except (i) to a Transferee that both (A) agrees, prior to the consummation of such Transfer, to become bound by this Agreement and the Proxy and subject to the terms, conditions and restrictions hereof and thereof in the same manner as the Stockholder, by executing and delivering to the Company a writing to such effect in form and substance satisfactory to the Company, and (B) enters into, prior to the consummation of such Transfer, a "standstill" agreement with respect to each of Xxxxxxxx and the Company, each of which "standstill" agreements (I) shall be identical in substance to Section 4.01(a) of the Investor Agreement and otherwise in form and substance satisfactory to Xxxxxxxx or the Company, as the case may be, and (II) shall be effective only for the period between the consummation of such Transfer and the Effective Time, or (ii) to a Transferee that has made a Superior FEI Proposal in the FEI Acquisition Transaction contemplated by such Superior FEI Proposal. (b) Such FEI The Stockholder shall not, directly or indirectly, enter into any voting arrangement, whether by proxy, voting arrangement, voting agreement, voting trust or otherwise with respect to any of its Stockholder FEI Xxxxxxxx Shares, other than this Agreement and the Proxy; PROVIDED that nothing set forth in this Section 3.03 or in the Proxy is intended or shall be construed to restrict or impair the right of such FEI the Stockholder to vote or consent (or grant a proxy causing to be voted or consented) any of its Stockholder FEI Xxxxxxxx Shares in favor of any Superior FEI Proposal or related FEI Acquisition Transaction. (c) Such FEI The Stockholder shall not, directly or indirectly, take any action that would or could reasonably be expected to invalidate or in any way limit the enforceability by the Proxyholders (as defined in the Proxy) of the Proxy. (d) Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict such FEI any employee of the Stockholder from acting in his or her capacity as a director or officer of FEI Xxxxxxxx (it being understood that this Agreement shall apply to such FEI the Stockholder solely in such FEI the Stockholder's capacity as a stockholder of FEIXxxxxxxx). No conduct or action taken by such FEI Stockholder, if such FEI any employee of the Stockholder who is also a director or officer of FEI (Xxxxxxxx, in his or her capacity as such), shall be deemed to constitute a breach of any provision of this Agreement.

TRANSFERS; OTHER VOTING ARRANGEMENTS. (a) Such FEI Veeco Stockholder may not Transfer any Stockholder FEI Veeco Shares except to a Transferee that has made a Superior FEI Veeco Proposal in the FEI Veeco Acquisition Transaction contemplated by such Superior FEI Veeco Proposal. (b) Such FEI Veeco Stockholder shall not, directly or indirectly, enter into any voting arrangement, whether by proxy, voting arrangement, voting agreement, voting trust or otherwise with respect to any of its Stockholder FEI Veeco Shares, other than this Agreement and the Proxy; PROVIDED that nothing set forth in this Section 3.03 or in the Proxy is intended or shall be construed to restrict or impair the right of such FEI Veeco Stockholder to vote or consent (or grant a proxy causing to be voted or consented) any of its Stockholder FEI Veeco Shares in favor of any Superior FEI Veeco Proposal or related FEI Veeco Acquisition Transaction. (c) Such FEI Veeco Stockholder shall not, directly or indirectly, take any action that would or could reasonably be expected to invalidate or in any way limit the enforceability by the Proxyholders (as defined in the Proxy) of the Proxy. (d) Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict such FEI Veeco Stockholder from acting in his or her capacity as a director or officer of FEI Veeco (it being understood that this Agreement shall apply to such FEI Veeco Stockholder solely in such FEI Veeco Stockholder's capacity as a stockholder of FEIVeeco). No conduct or action taken by such FEI Veeco Stockholder, if such FEI Veeco Stockholder is also a director or officer of FEI Veeco (in his or her capacity as such), shall be deemed to constitute a breach of any provision of this Agreement.

TRANSFERS; OTHER VOTING ARRANGEMENTS. (a) Such FEI The Stockholder may not Transfer any Stockholder FEI Florence Shares except (i) to a Transferee that both (A) agrees, prior xx xxx consummation of such Transfer, to become bound by this Agreement and the Proxy and subject to the terms, conditions and restrictions hereof and thereof in the same manner as the Stockholder, by executing and delivering to the Company a writing to such effect in form and substance satisfactory to the Company, and (B) enters into, prior to the consummation of such Transfer, a "standstill" agreement with respect to each of Florence and the Company, each of which "standstill" agreements (I) shxxx xx xdentical in substance to Section 4.01(a) of the Investor Agreement and otherwise in form and substance satisfactory to Florence or the Company, as the case may be, and (II) shall be effectixx xxxx for the period between the consummation of such Transfer and the Effective Time, or (ii) to a Transferee that has made a Superior FEI Proposal in the FEI Acquisition Transaction contemplated by such Superior FEI Proposal. (b) Such FEI The Stockholder shall not, directly or indirectly, enter into any voting arrangement, whether by proxy, voting arrangement, voting agreement, voting trust or otherwise with respect to any of its Stockholder FEI Florence Shares, other than this Agreement and the Proxy; PROVIDED that nothing provided thax xxxxxxg set forth in this Section 3.03 or in the Proxy is intended or shall be construed to restrict or impair the right of such FEI the Stockholder to vote or consent (or grant a proxy causing to be voted or consented) any of its Stockholder FEI Florence Shares in favor of any Superior FEI Proposal or related FEI Acquisition Axxxxxxxxon Transaction. (c) Such FEI The Stockholder shall not, directly or indirectly, take any action that would or could reasonably be expected to invalidate or in any way limit the enforceability by the Proxyholders (as defined in the Proxy) of the Proxy. (d) Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict such FEI any employee of the Stockholder from acting in his or her capacity as a director or officer of FEI Florence (it being understood that this Agreement shall apply to such FEI Stockholder the Sxxxxxxxxer solely in such FEI the Stockholder's capacity as a stockholder of FEIFlorence). No conduct or action taken by such FEI Stockholder, if such FEI Stockholder is any employee of the Stockholdxx xxx xs also a director or officer of FEI (Florence, in his or her capacity as such), shall be deemed to constitute a breach of any brexxx xx xny provision of this Agreement.