Common use of No Inconsistent Arrangements Clause in Contracts

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (a) transfer (which term shall include, without limitation, any sale, gift, pledge, hypothecation, or other disposition) ("Transfer"), or consent to any Transfer of, any or all of the Shares or any interest therein, other than gifts to donees who agree to be bound by the terms of this Agreement, (b) except with Del ▇▇▇▇, ▇▇ter into any contract, option or other agreement or understanding with respect to any Transfer of any or all of the Shares or any interest therein (other than Transfers permitted by Section 1.3(a)), (c) grant any proxy, power-of-attorney or other authorization in or with respect to the Shares, (d) deposit any Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or (e) 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 Stockholder hereunder untrue or incorrect.

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except Except as contemplated ---------------------------- by this Agreement and the Merger Subscription Agreement, it Stockholder shall not during the Term (ai) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation, hypothecation or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Stockholder's Shares or any interest therein, or create or, permit to exist any lien or other than gifts to donees who agree to be bound by the terms of this Agreementencumbrance on such Shares, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the such Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to the such Shares, (div) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares such Shares, or (ev) 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 such Stockholder hereunder untrue or incorrectAgreement.

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Purchase Agreement, it shall not (ai) transfer (which term shall include, without limitation, any sale, gift, pledge, hypothecationassignment, encumbrance or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Shares or any interest therein, or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other than gifts agreement with the Company with respect to donees who agree to be bound by the terms of this AgreementShares, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to the Shares, (div) deposit any the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or (ev) 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 Stockholder hereunder untrue or incorrectPurchase Agreement.

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except Except as contemplated by this Agreement and the Merger Agreement, it the Stockholders shall not during the Term (ai) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation, hypothecation or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Owned Shares or any interest therein, other than gifts or create or permit to donees who agree to be bound by the terms of this Agreementexist any Encumbrance (as defined in Section 4.3 hereof) on such Owned Shares, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Owned Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to the Owned Shares, (div) deposit any the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares Owned Shares, or (ev) 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 Stockholder hereunder untrue or incorrectAgreement.

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except Except as contemplated by this Agreement and the Merger Agreement, it each Stockholder shall not during the Term (ai) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation, hypothecation or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Owned Shares or any interest therein, other than gifts or create or permit to donees who agree to be bound by the terms of this Agreementexist any Encumbrance (as defined in Section 2.3 hereof) on such Owned Shares, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Owned Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to the Owned Shares, (div) deposit any the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares Owned Shares, or (ev) 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 Agreement; provided, however, the foregoing shall not prohibit ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. from transferring 100,000 or which would make any representation or warranty less Owned Shares, to a single charitable organization; provided that such transfer shall occur after the record date for the Stockholders' Meeting, as such term is defined in Section 3.1(d) of such Stockholder hereunder untrue or incorrectthe Merger Agreement.

No Inconsistent Arrangements. Each Stockholder Saferin hereby covenants and agrees that, except as contemplated or permitted by this Agreement and the Merger Agreement, it he shall not (ai) transfer (which term shall include, without limitation, any sale, gift, pledge, hypothecation, pledge or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Shares Existing Shares, options, warrants or other rights to receive Shares, or any interest therein, other than gifts to donees who agree to be bound by the terms of this Agreement, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Shares Existing Shares, options, warrants or other rights to receive Shares, or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to any of the Existing Shares, (div) deposit any of the Existing Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Existing Shares, (v) exercise any of the options pursuant to which Option Shares are issuable or (evi) 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 such Stockholder hereunder untrue or incorrectAgreement.

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (a) transfer (which term shall include, without limitation, any sale, gift, pledge, hypothecation, pledge or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Subject Shares or any interest therein, other than gifts to donees who agree to be bound by the terms of this Agreement, (b) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Subject Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (c) grant any proxy, power-of-attorney or other authorization in or with respect to the Subject Shares, (d) deposit any the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Shares or (e) 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 Stockholder hereunder untrue or incorrect.

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except Except as contemplated by this Agreement and the Merger AgreementAgreement for the Merger, it no Stockholder shall not during the term (ai) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation, hypothecation or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Owned Shares or any interest therein, other than gifts or create or permit to donees who agree to be bound by the terms of this Agreementexist any Encumbrance (as defined in Section 3.3 hereof) on such Owned Shares, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Owned Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to the Owned Shares, (div) deposit any the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares Owned Shares, or (ev) 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 Stockholder hereunder untrue or incorrecthereby.

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except Except as contemplated by this Agreement and the Merger Agreement, it each Stockholder shall not during the Term (ai) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation, hypothecation or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Owned Shares or any interest therein, other than gifts or create or permit to donees who agree to be bound by the terms of this Agreementexist any Encumbrance (as defined in Section 2.3 hereof) on such Owned Shares, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Owned Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to the Owned Shares, (div) deposit any the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares Owned Shares, or (ev) 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 Agreement; provided, however, the foregoing shall not prohibit ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. from transferring 100,000 or which would make any representation or warranty less of the Owned Shares, to a single charitable organization; provided that such Stockholder hereunder untrue or incorrecttransfer shall occur after the record date for the Stockholders' Meeting, as such term is defined in Section 3.1(d) of the Merger Agreement.

No Inconsistent Arrangements. Each Stockholder hereby covenants and ---------------------------- agrees that, except as contemplated by this Agreement and the Merger Agreement, it Stockholder shall not (ai) offer to transfer (which term shall include, without limitation, any sale, tender, gift, pledgepledge (other than a pledge which does not impair Stockholder's ability to perform under this Agreement), hypothecation, assignment or other disposition) ("Transfer"), transfer or consent to any Transfer transfer of, any or all of the Shares Securities or any interest therein, other than gifts to donees who agree to be bound by the terms of this Agreement, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Shares Securities or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the SharesSecurities, (div) deposit any Shares the Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Shares Securities or (ev) 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 such Stockholder hereunder untrue or incorrectthe CGCL).

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except Except as contemplated by this Agreement and the Merger Agreement, it each Shareholder shall not during the term of this Agreement (ai) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation, hypothecation or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the such Shareholder's Owned Shares or any interest therein, other than gifts or create or, permit to donees who agree to be bound by the terms of this Agreementexist any Encumbrance (as defined below) on such Owned Shares, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the such Owned Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-of- attorney or other authorization in or with respect to the such Owned Shares, other than the proxy granted hereby, (div) deposit any such Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares such Owned Shares, or (ev) take any other action with respect to the Owned Shares 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 Stockholder hereunder untrue or incorrectAgreement.

No Inconsistent Arrangements. Each Stockholder Security Holder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (ai) transfer (which term shall include, without limitation, any sale, giftgift (other than a gift to a donee who agrees in writing with Parent to be bound by the terms of this Agreement), pledge, hypothecation, pledge (other than a pledge which does not impair Security Holder's ability to perform under this Agreement) or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Shares or any interest therein, other than gifts to donees who agree to be bound by the terms of this Agreement, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to the Shares, (div) deposit any the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or (ev) 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 Stockholder hereunder untrue or incorrectAgreement.

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (ai) transfer (which term shall include, without limitation, any sale, gift, pledge, hypothecationassignment, encumbrance or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Shares or any interest therein, or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other than gifts agreement with the Company with respect to donees who agree to be bound by the terms of this AgreementShares, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to the Shares, (div) deposit any the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or (ev) 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 Stockholder hereunder untrue or incorrectAgreement.

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except Except as contemplated by this Agreement and the Merger Agreement, it the Shareholders shall not during the term (ai) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation, hypothecation or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Owned Shares or any interest therein, other than gifts or create or permit to donees who agree to be bound by the terms of this Agreementexist any Encumbrance (as defined in Section 4.3 hereof) on such Owned Shares, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Owned Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to the Owned Shares, (div) deposit any the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares Owned Shares, or (ev) 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 Stockholder hereunder untrue or incorrecthereby.

No Inconsistent Arrangements. Each Stockholder hereby covenants and agrees that, except Except as contemplated by ---------------------------- this Agreement and the Merger Agreement, it the Stockholder shall not during the Term (ai) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation, hypothecation or other disposition) ("Transfer"), or consent to any Transfer transfer of, any or all of the Owned Shares or any interest therein, other than gifts or create or permit to donees who agree to be bound by the terms of this Agreementexist any Encumbrance (as defined in Section 4.3 hereof) on such Owned Shares, (bii) except with Del ▇▇▇▇, ▇▇ter enter into any contract, option or other agreement or understanding with respect to any Transfer transfer of any or all of the Owned Shares or any interest therein (other than Transfers permitted by Section 1.3(a))therein, (ciii) grant any proxy, power-of-attorney or other authorization in or with respect to the Owned Shares, (div) deposit any the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares Owned Shares, or (ev) 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 Stockholder hereunder untrue or incorrectAgreement.