Common use of Certain Prohibited Transfers Clause in Contracts

Certain Prohibited Transfers. The Shareholder agrees not to, except as provided for in this Agreement or the Merger Agreement: a. sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any Company Shares or Options or any interest contained therein, except pursuant to existing obligations under Options granted to third parties, which have previously been disclosed to Purchaser; ▇. ▇▇▇▇▇ any proxies or power of attorney or enter into a voting agreement or other arrangement with respect to any Company Shares or Options; or c. deposit any Company Shares or Options into a voting trust; PROVIDED, HOWEVER, that Shareholder may transfer Company Shares for estate planning purposes or to a nationally (in Israel or the United States) or state recognized charitable organization if, in each case, any such proposed transferee first agrees in writing to be bound by the terms of this Agreement with respect to such Company Shares to be transferred to it, including by executing any documentation requested by Purchaser in connection therewith.