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

No Proxies for or Encumbrances on Shares. (a) Except pursuant to and in furtherance of the terms of this Agreement (including pursuant to Section 4.01(b)) or as disclosed on the signature page hereto, Shareholder shall not during the term of this Agreement, directly or indirectly, without the prior written consent of Parent, (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 voting in the ordinary course in a manner consistent with Section 1.01, (ii) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of any Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any Shares that grants or has the effect of granting a third party the right to vote or direct the voting of such Shares, or (iii) knowingly take any action that would have the effect of preventing or delaying Shareholder from performing any of its obligations under this Agreement. For the avoidance of doubt, the fact that the Shares are held in a margin account shall not be deemed a violation of this Section 4.01 or Article II. (b) Any Shareholder that effects a Transfer of any Shares to a Permitted Transferee of such Shareholder shall cause each such Permitted Transferee to execute a signature page to this Agreement and deliver the same to the Parent, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Shares that are the subject of such Transfer (such Transfer, a “Permitted Transfer”). “Permitted Transferee” means, with respect to any Shareholder, (A) any other Shareholder, (B) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (C) any trust, the trustees of which include only the persons named in clauses (A) or (B) and the beneficiaries of which include only the persons named in clauses (A) or (B), (D) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clauses (A) or (B), (E) if such Shareholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, or (F) to any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. Transfers of Shares to Permitted Transferees made pursuant to this Section 4.01(b) shall not be a breach of this Agreement.

No Proxies for or Encumbrances on Shares. (a) Except pursuant to and in furtherance of the terms of this Agreement (including pursuant to Section 4.01(b)) or as disclosed on the signature page heretoAgreement, Shareholder shall not during the term of this Agreement, directly or indirectlynot, without the prior written consent of ParentXenith, 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 Shareholder’s Shares relating to the matters set forth in Section 1.01 (other than voting a proxy granted to any directors or officers of HRB to vote in favor of the approval of the Merger Agreement, the Plan of Merger, and the other proposals set forth in the ordinary course in a manner consistent with Section 1.01Joint Proxy Statement), (ii) offer for salerevoke the proxy granted pursuant to Section 1.02 except upon termination of this Agreement or (iii) Transfer, sell (constructively encumber or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly otherwise dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”)of, or enter into any contract, option or other arrangement or understanding with respect to the Transfer of direct or indirect Transfer, encumbrance or other disposition of, any Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect prior to any such transaction) or combination the termination of any such transactions, in each case, involving any Shares that grants or has the effect of granting a third party the right to vote or direct the voting of such Shares, or (iii) knowingly take any action that would have the effect of preventing or delaying Shareholder from performing any of its obligations under this Agreement. For the avoidance of doubtAs used herein, the fact that the Shares are held in a margin account term “Transfer” shall not be deemed a violation of this Section 4.01 or Article II. (b) Any Shareholder that effects a Transfer of any Shares to a Permitted Transferee of such Shareholder shall cause each such Permitted Transferee to execute a signature page to this Agreement and deliver the same to the Parent, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Shares that are the subject of such Transfer (such Transfer, a “Permitted Transfer”). “Permitted Transferee” meansmean, with respect to any Shareholdersecurity, (A) any other Shareholderthe direct or indirect assignment, (B) a spousesale, lineal descendant or antecedenttransfer, brother or sistertender, adopted child or grandchild pledge, hypothecation, or the spouse of any child, adopted child, grandchild gift or adopted grandchild other disposition of such Shareholder, security (Cexcluding Transfers (i) any trust, by testamentary or intestate succession or otherwise by operation of law or (ii) for estate planning purposes to an affiliate or immediate family member who agrees to be bound by the trustees of which include only the persons named restrictions set forth in clauses (Athis Agreement) or any right, title or interest therein (B) and including, but not limited to, any right or power to vote to which the beneficiaries of which include only the persons named in clauses (A) holder thereof may be entitled, whether such right or (Bpower is granted by proxy or otherwise), (D) any corporationor the record or beneficial ownership thereof; provided, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clauses (A) or (B), (E) if such that Shareholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, or (F) to any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. Transfers of Shares to Permitted Transferees made pursuant to this Section 4.01(b) shall not be a breach prohibited from disposing of this Agreementor surrendering Shares in connection with the vesting, settlement or exercise of HRB Equity Awards for the payment of taxes thereon or, in the case of HRB Stock Options, the exercise price.

No Proxies for or Encumbrances on Shares. (a) Except pursuant to and in furtherance of the as permitted by terms of this Agreement (including pursuant to Section 4.01(b5.01(b)) or as disclosed on the signature page hereto), Shareholder shall not during the term of this Agreement, directly or indirectly, without the prior written consent of ParentParent and the Company, (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 voting in the ordinary course in a manner consistent with Section 1.01Shares, (ii) other than pursuant to the Pledge and Security Agreement, offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of of, any Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any Shares that grants or has the effect of granting a third party the right to vote or direct the voting of such Shares, or (iii) knowingly take any action that would have the effect of preventing or delaying Shareholder from performing any of its obligations under this Agreement. For the avoidance of doubt, the fact that the any Shares are held in a margin account shall not be deemed a violation of this Section 4.01 5.01 or Article IIII so long as Shareholder is able to perform its obligations under this Agreement. (b) Any Shareholder that effects may effect a Transfer of any Shares to a Permitted Transferee of such Shareholder shall cause Shareholder, provided that such Shareholder, prior to and as a condition to the effectiveness of such Transfer, causes each such Permitted Transferee to execute a counterpart signature page to this Agreement and deliver the same to the ParentParent and the Company, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to, and to be bound by, this Agreement with respect to such Shares that are the subject of such Transfer (such Transfer, a “Permitted Transfer”). “Permitted Transferee” means, with respect to any Shareholder, (A) any other Shareholder, (B) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (C) any trust, the trustees of which include only the persons named in clauses (A) or and/or (B) and the beneficiaries of which include only the persons named in clauses (A) or and/or (B), (D) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clauses (A) or and/or (B), (E) if such Shareholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, or (F) to any person Person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. Transfers of Shares to Permitted Transferees made pursuant to this Section 4.01(b5.01(b) shall not be a breach of this Agreement.

No Proxies for or Encumbrances on Shares. (a) Except pursuant to and in furtherance of the terms of this Agreement (including pursuant to Section 4.01(b)) or as disclosed on the signature page heretoAgreement, Shareholder shall not during the term of this Agreement, directly or indirectlynot, without the prior written consent of ParentHRB, 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 Shareholder’s Shares relating to the matters set forth in Section 1.01 (other than voting a proxy granted to any directors or officers of Xenith to vote in favor of the approval of the Merger Agreement, the Plan of Merger, and the other proposals set forth in the ordinary course in a manner consistent with Section 1.01Joint Proxy Statement), (ii) offer for salerevoke the proxy granted pursuant to Section 1.02 except upon termination of this Agreement or (iii) Transfer, sell (constructively encumber or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly otherwise dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”)of, or enter into any contract, option or other arrangement or understanding with respect to the Transfer of direct or indirect Transfer, encumbrance or other disposition of, any Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect prior to any such transaction) or combination the termination of any such transactions, in each case, involving any Shares that grants or has the effect of granting a third party the right to vote or direct the voting of such Shares, or (iii) knowingly take any action that would have the effect of preventing or delaying Shareholder from performing any of its obligations under this Agreement. For the avoidance of doubtAs used herein, the fact that the Shares are held in a margin account term “Transfer” shall not be deemed a violation of this Section 4.01 or Article II. (b) Any Shareholder that effects a Transfer of any Shares to a Permitted Transferee of such Shareholder shall cause each such Permitted Transferee to execute a signature page to this Agreement and deliver the same to the Parent, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Shares that are the subject of such Transfer (such Transfer, a “Permitted Transfer”). “Permitted Transferee” meansmean, with respect to any Shareholdersecurity, (A) any other Shareholderthe direct or indirect assignment, (B) a spousesale, lineal descendant or antecedenttransfer, brother or sistertender, adopted child or grandchild pledge, hypothecation, or the spouse of any child, adopted child, grandchild gift or adopted grandchild other disposition of such Shareholder, security (Cexcluding Transfers (i) any trust, by testamentary or intestate succession or otherwise by operation of law or (ii) for estate planning purposes to an affiliate or immediate family member who agrees to be bound by the trustees of which include only the persons named restrictions set forth in clauses (Athis Agreement) or any right, title or interest therein (B) and including, but not limited to, any right or power to vote to which the beneficiaries of which include only the persons named in clauses (A) holder thereof may be entitled, whether such right or (Bpower is granted by proxy or otherwise), (D) any corporationor the record or beneficial ownership thereof; provided, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clauses (A) or (B), (E) if such that Shareholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, or (F) to any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. Transfers of Shares to Permitted Transferees made pursuant to this Section 4.01(b) shall not be a breach prohibited from disposing of this Agreementor surrendering Shares in connection with the vesting, settlement or exercise of Xenith Equity Awards for the payment of taxes thereon or, in the case of Xenith Stock Options, the exercise price.

No Proxies for or Encumbrances on Shares. (a) Except pursuant to and in furtherance of the terms of this Agreement (including pursuant to Section 4.01(b)) or as disclosed on the signature page heretoAgreement, such Shareholder shall not during the term of this Agreement, directly or indirectlynot, without the prior written consent of ParentBuyer, 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 voting in the ordinary course in a manner consistent with Section 1.01, beneficially owned by such Shareholder or (ii) offer for saleacquire, sell (constructively or otherwise)sell, assign, transfer, assign, tender in any tender encumber or exchange offer, pledge, grant, encumber, hypothecate or similarly otherwise dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”)of, or enter into any contract, option or other arrangement or understanding with respect to the Transfer direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any such Shares during the term of this Agreement. Notwithstanding the preceding sentence, (i) the Shareholders may at any time tender in the Offer a number of Shares not to exceed 1,000,000 Shares in the aggregate and (ii) in the event that immediately prior to such time as the Offer is scheduled to expire (after giving effect to any extensions of the Offer), all conditions to the Offer other than the Minimum Condition shall have been satisfied or, to the extent permitted under applicable law, waived, unless Parent shall have agreed to waive the Minimum Condition, then, in addition to any Shares tendered by the Shareholders in reliance on clause (i) of this sentence, (A) if so requested by Parent, the Shareholders shall and (B) the Shareholders, at their option, may tender in the Offer such number of Shares as, when added to that number of other Shares which shall then have been validly tendered in the Offer and not withdrawn, would equal 50.1% of Shares outstanding, but in the case of clause (A) not more than 1,000,000 Shares in the aggregate regardless of whether any other Shares shall theretofore have been tendered by any Shareholder pursuant to clause (i) of this sentence, and in the case of clause (B) up to an aggregate maximum, including any Shares previously tendered by the Shareholders pursuant to clause (i) or clause (ii) (A) of this sentence, of 3,200,000 Shares. In no event shall the Shareholders tender in the Offer any Shares in excess of 3,200,000 Shares. Parent shall (i) use its reasonable best efforts to cause any depositary or agent effecting the Offer to provide one representative of the Shareholders designated by the Shareholders current information regarding the status of the Offer and the number of Shares tendered and not validly withdrawn and (ii) coordinate with any such depositary or agent, in each case so as to afford to the Shareholders the right to tender Shares in the Offer as permitted pursuant to this Section 4.01 on a timely basis. Such Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any interest thereinsuch contract, includingoption or other arrangement or understanding and agrees to notify Buyer promptly, without limitationand to provide all details requested by Buyer, if such Shareholder shall be approached or 4 solicited, directly or indirectly, by any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option Person with respect to any such transaction) or combination of any such transactions, in each case, involving any Shares that grants or has the effect of granting a third party the right to vote or direct the voting of such Shares, or (iii) knowingly take any action that would have the effect of preventing or delaying Shareholder from performing any of its obligations under this Agreement. For the avoidance of doubt, the fact that the Shares are held in a margin account shall not be deemed a violation of this Section 4.01 or Article IIforegoing. (b) Any Shareholder that effects a Transfer of any Shares to a Permitted Transferee of such Shareholder shall cause each such Permitted Transferee to execute a signature page to this Agreement and deliver the same to the Parent, pursuant to which such Permitted Transferee agrees to be a “Shareholder” pursuant to this Agreement with respect to such Shares that are the subject of such Transfer (such Transfer, a “Permitted Transfer”). “Permitted Transferee” means, with respect to any Shareholder, (A) any other Shareholder, (B) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Shareholder, (C) any trust, the trustees of which include only the persons named in clauses (A) or (B) and the beneficiaries of which include only the persons named in clauses (A) or (B), (D) any corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which include only the persons named in clauses (A) or (B), (E) if such Shareholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, or (F) to any person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. Transfers of Shares to Permitted Transferees made pursuant to this Section 4.01(b) shall not be a breach of this Agreement.