Common use of No Proxies for or Encumbrances on Shares Clause in Contracts

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Cellco, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares (other than the proxy granted pursuant to Section 1.02 of this Agreement), (ii) sell, assign, transfer, encumber or otherwise dispose of , or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or permit any other Person to take any such action with respect to any Shares during the term of this Agreement or (iii) agree to any amendment, waiver or termination of the Price Family Voting Agreement or the ▇▇▇▇▇▇▇ Family Voting Agreement. Such Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agree to notify Cellco promptly, and to provide all details requested by Cellco if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of CellcoAcquiror, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares (other than the proxy granted pursuant to Section 1.02 of this ▇▇▇▇▇▇▇ Voting Agreement or the Price Voting Agreement), as the case may be) or (ii) sell, assign, transfer, encumber or otherwise dispose of of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or permit any other Person to take any such action with respect to any Shares during the term of this Agreement or (iii) agree to any amendment, waiver or termination of the Price Family Voting Agreement or the ▇▇▇▇▇▇▇ Family Voting Agreement. Such Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agree to notify Cellco Acquiror promptly, and to provide all details requested by Cellco Acquiror, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of CellcoParent, directly or indirectly, (i) grant any proxies or powers of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares (other than the proxy granted pursuant to Section 1.02 of this Agreement)Covered Shares, (ii) sellsell (constructively or otherwise), assign, transfer, encumber or otherwise dispose of of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Covered Shares or permit any other Person to take any such action with respect to any Shares Warrants or beneficial ownership thereof or therein during the term of this Agreement Agreement, or (iii) agree to knowingly take any amendmentaction that would make any representation or warranty of such Stockholder contained in Section 2.01, waiver 2.02, 2.03, 2.04 or termination 2.06 hereof untrue or incorrect or have the effect of the Price Family Voting Agreement preventing or the ▇▇▇▇▇▇▇ Family Voting disabling such Stockholder from performing its obligations under this Agreement. Such Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agree agrees to notify Cellco promptly, and to provide all details requested by Cellco Parent promptly if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingforegoing and provide the details of such approach or solicitation to the extent requested by Parent.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, such Stockholder Shareholder shall not, without the prior written consent of CellcoFBS, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such Shareholder’s Shares (other than the proxy granted pursuant to Section 1.02 of this Agreement), or (ii) sellacquire, assign, transferTransfer, encumber or otherwise dispose of of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transferacquisition or Transfer, encumbrance or other disposition of, any Shares or permit any other Person to take any such action with respect to any Shares during the term of this Agreement or (iii) agree to any amendment, waiver or termination of the Price Family Voting Agreement or the ▇▇▇▇▇▇▇ Family Voting Agreement. Such Stockholder Shareholder shall not seek or solicit any such acquisition or sale, assignment, transferTransfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agree agrees to notify Cellco FBS promptly, and to provide all details requested by Cellco FBS, if such Stockholder Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. As used herein, the term “Transfer” shall mean, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the gift or other disposition of such security (excluding transfers by testamentary or intestate succession or otherwise by operation of law) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, such Stockholder Shareholder shall not, without the prior written consent of CellcoParent, directly or indirectly, (ia) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares Shares; or (other than the proxy granted pursuant to Section 1.02 of this Agreement), (iib) sell, assign, transfer, encumber or otherwise dispose of of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or permit any other Person to take any such action with respect to any Shares during the term of this Agreement or (iii) agree to any amendment, waiver or termination of the Price Family Voting Agreement or the ▇▇▇▇▇▇▇ Family Voting Agreement. Such Stockholder Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agree agrees to notify Cellco Parent promptly, and to provide all details requested by Cellco Parent, if such Stockholder Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. In no event shall the foregoing, or anything in this Agreement to the contrary, affect, restrict or otherwise limit Shareholder’s ability to directly or indirectly acquire additional Shares after the date hereof provided that any such additional Shares shall be subject to this Agreement and the restrictions, limitations and obligations of Shareholder pursuant hereto.