Common use of No Inconsistent Arrangements Clause in Contracts

No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Sub, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Options or Voting Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Shares, (iv) deposit any Options or Voting Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Seller hereunder untrue or incorrect.

No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Purchaser, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Seller hereunder untrue or incorrect.

No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Company, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Options or Voting Tender Shares or any interest therein, (ii) except with Parentthe Company, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting the Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its his obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Seller hereunder untrue or incorrect.

No Inconsistent Arrangements. Seller hereby covenants and ---------------------------- agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Purchaser, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Seller hereunder untrue or incorrect.

No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Purchaser, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Seller hereunder untrue or incorrect.

No Inconsistent Arrangements. Seller hereby covenants and ---------------------------- agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it he shall not (i) except to Parent or Merger Subthe Purchaser, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its his obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Seller hereunder untrue or incorrect.

No Inconsistent Arrangements. Seller Stockholder hereby covenants and ---------------------------- agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it Stockholder shall not (i) except offer to Parent or Merger Sub, transfer (which term shall include, without limitation, any sale, tender, gift, pledge (other than a pledge which does not impair Stockholder's ability to perform under this Agreement), assignment or other disposition), transfer or consent to any transfer of, any or all of the Options or Voting Shares Securities or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Shares Securities or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Options or Voting SharesSecurities, (iv) deposit any Options or Voting Shares the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Shares Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which the Company Option Agreement (including, without limitation, any action that would make any representation or warranty cause the Merger to be subject to Section 1101 of Seller hereunder untrue or incorrectthe CGCL).

No Inconsistent Arrangements. Each Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it such Seller shall not (i) except to Parent or Merger Subthe Purchaser, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of such Seller hereunder untrue or incorrect.

No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Purchaser, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Seller hereunder untrue or incorrect.

No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Purchaser, transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Options or Voting Tender Shares or any interest therein, (ii) except with Parentparent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or which would make any representation or warranty of Seller hereunder untrue or incorrect.