Common use of Certain Prohibited Transfers Clause in Contracts

Certain Prohibited Transfers. Each Shareholder, severally and not jointly, agrees not to, except as provided for in the Merger Agreement: 1. sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) 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 Shares or any interest contained therein (each a “Transfer”) other than pursuant to this Agreement, unless the Person to which such Shares are to be Transferred expressly agrees to be bound by this Agreement in a written instrument reasonably satisfactory to Parent; 2. grant any proxies or power of attorney or enter into a voting agreement or other arrangement relating to the matters covered by Section I.A, with respect to any Shares other than this Agreement; 3. deposit any Shares into a voting trust; or 4. knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere with the performance of such Shareholder’s obligations hereunder or the transactions contemplated hereby, excluding any bankruptcy filing.

Certain Prohibited Transfers. Each Shareholder, severally and not jointly, Shareholder agrees not to, except as provided for in the Merger Agreement: 1. (a) sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) 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 Shares or any interest contained therein (each a “"Transfer”") other than pursuant to this Agreement, unless the Person to which such Shares are to be Transferred expressly agrees to be bound by this Agreement in a written instrument reasonably satisfactory to Buyer Parent; 2. (b) grant any proxies or power of attorney or enter into a voting agreement or other arrangement relating to the matters covered by Section I.A1.1, with respect to any Shares other than this Agreement; 3. (c) deposit any Shares into a voting trust; or 4. (d) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere with the performance of such Shareholder’s 's obligations hereunder or the transactions contemplated hereby, excluding any bankruptcy filing.

Certain Prohibited Transfers. Each ShareholderSubject to Section 5.3, severally and not jointlyduring the period from the date of this Agreement through the termination of this Agreement, Stockholder agrees not to, except as provided for in set forth herein with respect to the Merger AgreementOffer or pursuant to the Merger: 1. (a) sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) 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 Shares or any interest contained therein (each a “Transfer”) other than pursuant to this Agreement, unless the Person to which such Shares are to be Transferred expressly agrees to be bound by this Agreement in a written instrument reasonably satisfactory to Parent; 2. (b) grant any proxies or power of attorney or enter into a voting agreement or other arrangement relating to the matters covered by Section I.A2.1, with respect to any Shares Shares, other than the matters contemplated by this Agreement; 3. (c) deposit any Shares into a voting trust; or 4. (d) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere with the performance of such ShareholderStockholder’s obligations hereunder or the transactions contemplated herebyhereunder, excluding any bankruptcy filing.

Certain Prohibited Transfers. Each ShareholderSubject to Section 5.3, severally and not jointlyduring the period from the date of this Agreement through the termination of this Agreement, Stockholder agrees not to, except as provided for in set forth herein with respect to the Merger AgreementOffer or pursuant to the Merger: 1. (a) sell, sell short, transfer (including gift), pledge, encumber, assign or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution or otherwise) 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 Shares or any interest contained therein (each a “"Transfer”") other than pursuant to this Agreement, unless the Person to which such Shares are to be Transferred expressly agrees to be bound by this Agreement in a written instrument reasonably satisfactory to Parent; 2. (b) grant any proxies or power of attorney or enter into a voting agreement or other arrangement relating to the matters covered by Section I.A2.1, with respect to any Shares Shares, other than the matters contemplated by this Agreement; 3. (c) deposit any Shares into a voting trust; or 4. (d) knowingly, directly or indirectly, take or cause the taking of any other action that would restrict, limit or interfere with the performance of such Shareholder’s Stockholder's obligations hereunder or the transactions contemplated herebyhereunder, excluding any bankruptcy filing.