Common use of Actions Inconsistent with this Agreement Clause in Contracts

Actions Inconsistent with this Agreement. For so long as ---------------------------------------- Shareholder is obligated to vote in favor of the Merger set forth in Section 1, Shareholder shall not (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge (other than a pledge or collateral assignment effected in connection with any contract or other agreement relating to the Shares, including, without limitation, contracts commonly known as "cashless collar agreements" or "liquidity contracts" or other derivative arrangements so long as the parties thereto other than the Shareholder cannot exercise any voting rights with respect to such Shares until May 15, 2000), assignment, encumbrance or other disposition), or consent to any transfer of, any or all of the Shares or any interest therein, except pursuant to the Merger or (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all such Shares or any interest therein unless, in either case, (x) the transferee of such Shares is an affiliate of such Shareholder, including without limitation, any trust or similar arrangement pursuant to which the Shareholder retains the power to vote the Shares as trustee or otherwise, or is otherwise reasonably acceptable to Shire and such transferee agrees, in a writing reasonably acceptable to Shire, to vote such Shares in accordance with the terms of Section 1 as if such transferee were the Shareholder and (y) such transaction does not occur within 30 days as of the Effective Time. In addition, until Section 1 has terminated in accordance with paragraph 7, Shareholder shall not grant any proxy, power-of-attorney or other authorizations in or with respect to such Shares or deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares in any way inconsistent with the terms of this Agreement.

Actions Inconsistent with this Agreement. For so long as ---------------------------------------- Shareholder is obligated to vote in favor of the Merger set forth in Section 1, Shareholder shall not (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge (other than a pledge or collateral assignment effected in connection with any contract or other agreement relating to the Shares, including, without limitation, contracts commonly known as "cashless collar agreements" or "liquidity contracts" or other derivative arrangements so long as the parties thereto other than the Shareholder cannot exercise any voting rights with respect to such Shares until May 15, 2000)pledge, assignment, encumbrance or other disposition), or consent to any transfer of, any or all of the Shares or any interest therein, except pursuant to the Merger or (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all such Shares or any interest therein unless, in either case, (x) the transferee of such Shares is an affiliate of such Shareholder, including without limitation, any trust or similar arrangement pursuant to which the Shareholder retains the power to vote the Shares as trustee or otherwise, or is otherwise reasonably acceptable to Shire and such transferee agrees, in a writing reasonably acceptable to Shire, to vote such Shares in accordance with the terms of Section 1 as if such transferee were the Shareholder and (y) such transaction does not occur within 30 days as of the Effective Time. In addition, until Section 1 has terminated in accordance with paragraph 7, Shareholder shall not grant any proxy, power-of-attorney or other authorizations in or with respect to such Shares or deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares in any way inconsistent with the terms of this Agreement.