Common use of Voting Period Restrictions Clause in Contracts

Voting Period Restrictions. Except for Permitted Transactions, each Stockholder agrees that such Stockholder shall not, during the Voting Period: (a) Transfer any or all of such Stockholder’s Owned Shares or any interest therein, or any economic or voting rights with respect thereto (including any rights decoupled from the underlying securities) or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy), other than with the prior written consent of Xxxxxx; provided that the foregoing shall not prevent (i) the Transfer of Owned Shares upon the death of such Stockholder pursuant to the terms of any trust or will of such Stockholder or by the laws of intestate succession, but only if, and any such Transfer shall be void unless, the transferee executes and delivers to Xxxxxx an agreement to be bound by the terms of this Agreement to the same extent as such Stockholder, (ii) the Transfer of Owned Shares to a Permitted Transferee, (iii) any purported Transfer of Owned Shares in connection with the cashless exercise or cashless settlement of any Rook Equity Award or (iv) a Transfer by a secured party exercising its remedies upon default under any Specified Pledging Transaction; or (b) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether by purchase, take-over bid, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities (or options, rights or warrants to purchase, securities convertible into or exchangeable for, or securities the value of which is determined substantial part based on the value of, such securities) of Rook or Xxxxxx (other than the acquisition of Rook Equity Awards granted to such Stockholder or the acquisition of shares of Rook Common Stock upon the exercise or settlement of a Rook Equity Award).

Voting Period Restrictions. Except for Permitted Transactions, each Each Stockholder agrees that such Stockholder shall not, during the Voting Period: , (ai) Transfer any or all of such Stockholder’s Owned Shares or New Shares, or any interest therein, or enter into any economic or voting rights agreement with respect thereto to the Transfer of any or all of such Stockholder’s Owned Shares or New Shares, or any interest therein, or (including ii) except pursuant to the terms of this Agreement, grant any rights decoupled from the underlying securities) proxies or powers of attorney, deposit any Owned Shares or New Shares into a voting trust or enter into any contract, option or other arrangement or understanding a voting agreement with respect thereto (including to any voting trust Owned Shares or agreement and the granting of any proxy), other than with the prior written consent of XxxxxxNew Shares; provided that the foregoing shall not prevent (ia) the Transfer of Owned Shares or New Shares upon the death of such Stockholder pursuant to the terms of any trust or will of such Stockholder or by the laws of intestate succession, but only if, and any such Transfer shall be void unless, the transferee executes and delivers to Xxxxxx Parent an agreement to be bound by the terms of this Agreement to the same extent as such Stockholder, (iib) the Transfer of Owned Shares or New Shares to a Permitted Transferee, (iiic) any purported the Transfer of Owned Shares or New Shares solely in connection with the cashless payment of the exercise or cashless settlement price and/or the satisfaction of any Rook Equity Award tax withholding obligation arising from the exercise of any Company Option or the vesting of any Company RSU, (d) the conversion of any Owned Shares and New Shares into the right to receive the Merger Consideration pursuant to the Merger in accordance with the terms of the Merger Agreement, or (ive) a Transfer by a secured party exercising its remedies upon default under any Specified Pledging Transaction; or (b) acquire, offer the granting of proxies to vote Owned Shares or propose New Shares with respect to acquire or agree to acquire, directly or indirectly, whether by purchase, take-over bid, tender or exchange offer, through the acquisition election of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) directors and ratification of the Exchange Act)appointment of the Company’s auditors at the Company’s annual meeting of Stockholders, through swap or hedging transactions or otherwise, any additional securities (or options, rights or warrants to purchase, securities convertible into or exchangeable for, or securities in accordance with the value recommendation of which is determined substantial part based on the value of, such securities) Board of Rook or Xxxxxx (other than Directors of the acquisition of Rook Equity Awards granted to such Stockholder or the acquisition of shares of Rook Common Stock upon the exercise or settlement of a Rook Equity Award)Company.

Voting Period Restrictions. Except for Permitted Transactions, each Stockholder agrees that such Stockholder shall not, during the Voting Period: (a) Transfer any or all of such Stockholder’s Owned Shares or any interest therein, or any economic or voting rights with respect thereto (including any rights decoupled from the underlying securities) or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy), other than with the prior written consent of XxxxxxBxxxxx; provided that the foregoing shall not prevent (i) the Transfer of Owned Shares upon the death of such Stockholder pursuant to the terms of any trust or will of such Stockholder or by the laws of intestate succession, but only if, and any such Transfer shall be void unless, the transferee executes and delivers to Xxxxxx Bxxxxx an agreement to be bound by the terms of this Agreement to the same extent as such Stockholder, (ii) the Transfer of Owned Shares to a Permitted Transferee, (iii) any purported Transfer of Owned Shares in connection with the cashless exercise or cashless settlement of any Rook Equity Award or (iv) a Transfer by a secured party exercising its remedies upon default under any Specified Pledging Transaction; or (b) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether by purchase, take-over bid, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities (or options, rights or warrants to purchase, securities convertible into or exchangeable for, or securities the value of which is determined substantial part based on the value of, such securities) of Rook or Xxxxxx Bxxxxx (other than the acquisition of Rook Equity Awards granted to such Stockholder or the acquisition of shares of Rook Common Stock upon the exercise or settlement of a Rook Equity Award).

Voting Period Restrictions. Except for Permitted Transactions, each Stockholder agrees that such Stockholder shall not, and shall cause each Specified Entity not to, during the Voting Period: (a) Transfer any or all of such Stockholder’s Owned Shares or any interest therein, or any economic or voting rights with respect thereto (including any rights decoupled from the underlying securities) or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy), other than with the prior written consent of XxxxxxRook; provided that the foregoing shall not prevent (i) the Transfer of Owned Shares upon the death of such Stockholder pursuant to the terms of any trust or will of such Stockholder or by the laws of intestate succession, but only if, and any such Transfer shall be void unless, the transferee executes and delivers to Xxxxxx Rook an agreement to be bound by the terms of this Agreement to the same extent as such Stockholder, (ii) the Transfer of Owned Shares to a Permitted Transferee, (iii) any purported Transfer of Owned Shares in connection with the cashless exercise or cashless settlement of any Rook Bxxxxx Equity Award Award, or (iv) a Transfer by a secured party exercising its remedies upon default under any Specified Pledging Transaction; or (b) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether by purchase, take-over bid, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities (or options, rights or warrants to purchase, securities convertible into or exchangeable for, or securities the value of which is determined substantial part based on the value of, such securities) of Rook or Xxxxxx Bxxxxx (other than the acquisition of Rook Bxxxxx Equity Awards granted to such Stockholder or the acquisition of shares of Rook Bxxxxx Common Stock upon the exercise or settlement of a Rook Bxxxxx Equity Award).

Voting Period Restrictions. Except for Permitted Transactions, each Stockholder agrees that such Stockholder shall not, and shall cause each Specified Entity not to, during the Voting Period: (a) Transfer any or all of such Stockholder’s Owned Shares or any interest therein, or any economic or voting rights with respect thereto (including any rights decoupled from the underlying securities) or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy), other than with the prior written consent of XxxxxxRook; provided that the foregoing shall not prevent (i) the Transfer of Owned Shares upon the death of such Stockholder pursuant to the terms of any trust or will of such Stockholder or by the laws of intestate succession, but only if, and any such Transfer shall be void unless, the transferee executes and delivers to Xxxxxx Rook an agreement to be bound by the terms of this Agreement to the same extent as such Stockholder, (ii) the Transfer of Owned Shares to a Permitted Transferee, (iii) any purported Transfer of Owned Shares in connection with the cashless exercise or cashless settlement of any Rook Xxxxxx Equity Award Award, or (iv) a Transfer by a secured party exercising its remedies upon default under any Specified Pledging Transaction; or (b) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether by purchase, take-over bid, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities (or options, rights or warrants to purchase, securities convertible into or exchangeable for, or securities the value of which is determined substantial part based on the value of, such securities) of Rook or Xxxxxx (other than the acquisition of Rook Xxxxxx Equity Awards granted to such Stockholder or the acquisition of shares of Rook Xxxxxx Common Stock upon the exercise or settlement of a Rook Xxxxxx Equity Award).