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, the Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxy or power of attorney, deposit any Shares into any voting trust or enter into any other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, distribute, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition of, any Shares. The Stockholder shall not, in the Stockholder's capacity as a stockholder, directly or indirectly, seek, solicit, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance) or take any other action to facilitate knowingly any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding or any Acquisition Proposal, or authorize or permit any of the Stockholder's agents to do any of the foregoing, and the Stockholder agrees promptly to notify Parent orally (in all events within one (1) business day) and in writing (as soon thereafter as practicable) of the material terms and status of any inquiry or proposal which the Stockholder or any of its agents may receive from any Person after the Commencement Date relating to any of such matters and, if such inquiry or proposal is in writing, the Stockholder shall deliver to Parent a copy of such inquiry or proposal promptly. The Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the foregoing. The Stockholder shall not take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, the Stockholder Shareholder shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxy or power of attorney, deposit any Shares into any voting trust or enter into any other agreement or arrangement with respect to the voting of any Shares or (ii) acquireacquire (other than upon the exercise out outstanding options to purchase Company Common Stock), sell, assign, transfer, distribute, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition of, any Shares. The Stockholder Shareholder shall not, solely in the Stockholder's Shareholder’s capacity as a stockholderShareholder, directly or indirectly, seek, (i) solicit, initiateinitiate or encourage an Acquisition Proposal, solicit (ii) furnish or knowingly encourage (including by way of furnishing disclose to any Third Party non-public information or assistance) or take any other action to facilitate knowingly any inquiries or of the making of any proposal that constitutes, or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person Company with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding or any to an Acquisition Proposal, (iii) negotiate or authorize engage in substantive discussions on behalf of the Company with any Third Party with respect to an Acquisition Proposal or (iv) enter into any agreement (whether or not binding) or agreement in principle on behalf of the Company with respect to an Acquisition Proposal or permit any of the Stockholder's Shareholder’s agents to do any of the foregoing, and the Stockholder Shareholder agrees promptly to notify Parent orally (in all events within one two (12) business dayBusiness Days) and in writing (as soon thereafter as practicable) of the material terms and status of any inquiry or proposal which the Stockholder Shareholder or any of its agents may receive from any Person after the Commencement Date date hereof relating to any of such matters and, if such inquiry or proposal is in writing, the Stockholder Shareholder shall deliver to Parent a copy of such inquiry or proposal promptly. The Stockholder Shareholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the foregoing. The Stockholder Shareholder shall not take any action that would make any representation or warranty of the Stockholder Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder Shareholder from performing the Stockholder's Shareholder’s obligations under this Agreement.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, the Stockholder such Shareholder shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxy proxies or power of attorney, deposit any Shares enter into any voting trust or enter into any other agreement or arrangement with respect to the voting of any of such Shareholder’s Shares or (ii) acquire, sell, assign, transfer, distribute, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition of, any SharesShares during the term of this Agreement. The Stockholder Such Shareholder shall not, in the Stockholder's capacity as a stockholder, directly not seek or indirectly, seek, solicit, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance) or take any other action to facilitate knowingly any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Parent promptly, and to provide all details requested by Parent, if such Shareholder shall be approached or solicited, directly or indirectly, by any Acquisition Proposal, or authorize or permit any of the Stockholder's agents Person with respect to do any of the foregoing, and . In the Stockholder agrees promptly event that pursuant to notify Parent orally (in all events within one (1) business day) and in writing (as soon thereafter as practicableSection 7.03(b)(i) of the material Merger Agreement the Board of Directors of the Bank engages in negotiations or discussions with a Third Party that has made a bona fide unsolicited Acquisition Proposal that the Board of Directors of the Bank reasonably believes will lead to a Superior Proposal, subject to compliance by the Bank with the terms of the Merger Agreement, including without limitation Section 7.03 thereof, and status subject to compliance by such Shareholder with the terms of any inquiry this Agreement, nothing in the immediately preceding sentence shall prohibit such Shareholder from engaging in negotiations or proposal which discussions with such Third Party regarding such Shareholder entering into (concurrently with or subsequent to the Stockholder termination of the Merger Agreement pursuant to Section 11.01(d)(i) thereof) (i) a voting agreement, (ii) an agreement with respect to granting a proxy or any of its agents may receive from any Person after the Commencement Date relating to any of such matters and, if such inquiry or proposal is in writing, the Stockholder shall deliver to Parent a copy of such inquiry or proposal promptly. The Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore (iii) an agreement with respect to the foregoing. The Stockholder shall not take any action that would make any representation or warranty sale of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreementsuch Shareholder’s Shares, in each case with respect to such Acquisition Proposal.

No Proxies for or Encumbrances on Shares. Except From the date hereof until December 15, 2020, except pursuant to the terms of this Agreement, the Stockholder shall not, directly or indirectly, without the prior written consent of Parent, directly or indirectlythe Investor, (ia) grant or permit the grant of any proxy or proxy, power of attorney, deposit any Shares attorney or other authorization or enter into any voting trust or enter into any other agreement or arrangement with respect to the voting of any Shares or Subject Shares, (iib) acquire, sell, assign, transfer, distributeencumber, encumber gift, pledge, hypothecate or otherwise dispose of, or consent to, permit or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, tenderencumbrance, gift, pledge, distribution, encumbrance hypothecation or other disposition of, any Subject Shares. The Stockholder shall not, in the Stockholder's capacity as a stockholderor any interest therein, directly or indirectly, seek, solicit, initiate, solicit create or knowingly encourage permit to exist any Lien on any such Subject Shares or (including by way of furnishing non-public information c) take or assistance) or take permit any other action to facilitate knowingly that would in any inquiries way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the making of any proposal that constitutes, transactions contemplated hereby or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding or any Acquisition Proposal, or authorize or permit any of the Stockholder's agents to do any of the foregoing, and the Stockholder agrees promptly to notify Parent orally (in all events within one (1) business day) and in writing (as soon thereafter as practicable) of the material terms and status of any inquiry or proposal which the Stockholder or any of its agents may receive from any Person after the Commencement Date relating to any of such matters and, if such inquiry or proposal is in writing, the Stockholder shall deliver to Parent a copy of such inquiry or proposal promptly. The Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the foregoing. The Stockholder shall not take any action that would make any representation or warranty of the such Stockholder contained herein untrue or incorrect incorrect; provided however, that from and after October 31, 2020, Stockholder may sell, assign, transfer, encumber, gift, pledge, hypothecate or have otherwise dispose of up to an aggregate of twenty percent (20%) of the effect Subject Shares in one or more public or private transactions (provided further that, solely in the event (x) of preventing a private transaction and (y) if the record date with respect to the meeting of stockholders at which the Company Stockholder Approval is being sought is on or disabling before October 31, 2020, the Stockholder from performing shall vote the Stockholder's obligations under Subject Shares in accordance with Article 1 whether or not a portion of such Subject Shares have been transferred after October 31, 2020). Any attempted transfer of Subject Shares, or any interest therein, in violation of this Section 4.01 shall be null and void. In furtherance of this Agreement, Stockholder shall and hereby does authorize the Company and Investor’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of Stockholder’s Subject Shares (and that this Agreement places limits on the voting and transfer of Stockholder’s Subject Shares); provided, however, that any such stop transfer restriction shall terminate automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with Section 6.03; provided further, that notwithstanding the foregoing, Stockholder shall be permitted to sell, assign or transfer any Shares so long as the transferee of such Shares received from Stockholder in connection with this Section 4.01 (the “Transferred Shares”) agrees in writing (i) to assume all of Stockholder’s obligations hereunder in respect of such Transferred Shares, (ii) to be bound by the terms of this Agreement with respect to such Transferred Shares to the same extent as Stockholder is bound hereunder and (iii) to make each of the representations and warranties of Stockholder hereunder in respect of such Transferred Shares.

No Proxies for or Encumbrances on Shares. (a) Except pursuant to the terms of this Agreement, the no Stockholder shall notshall, without the prior written consent of Parent, directly or indirectly, (i) grant any proxy proxies or power of attorney, deposit any Shares enter into any voting trust or enter into any other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, distribute, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition of, any SharesShares during the term of this Agreement, except for Permitted Transfers. The Except with the prior written consent of Parent, no Stockholder shall not, in the Stockholder's capacity as a stockholder, directly seek or indirectly, seek, solicit, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance) or take any other action to facilitate knowingly any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding understanding, except for Permitted Transfers, and agrees to notify Parent promptly, and to provide all details requested by Parent, if Stockholder shall be approached or solicited, directly or indirectly, by any Acquisition Proposal, or authorize or permit any of the Stockholder's agents Person with respect to do any of the foregoing. (b) For purposes of this Section 4.01, “Permitted Transfers” shall mean any acquisition or sale, assignment, transfer, encumbrance or other disposition of securities (i) for the net settlement of Stockholder’s Company Options or Company SARs (to pay the exercise price thereof and any tax withholding obligations), (ii) for the net settlement of Stockholder’s Company RSUs (including Performance RSUs) settled in shares of Company Stock (to pay any tax withholding obligations), (iii) for the exercise of Stockholder’s Company Options or Company SARs, to the extent such options would expire prior to the Effective Time, (iv) for the exercise of Stockholder’s Company Options or Company SARs, or the receipt upon settlement of Stockholder’s Company RSUs, and the sale of a sufficient number of such shares of Company Stock acquired upon exercise or settlement of such securities as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under such options or stock appreciation rights and the taxes payable by Stockholder agrees promptly as a result of such exercise or settlement, (v) made as a bona fide gift to notify Parent orally a charitable entity (provided that the aggregate number of Shares assigned, transferred or otherwise disposed of by all Stockholders pursuant to this clause (v) shall not exceed 150,000), (vi) to any family member or trust for the benefit of any family member, (vii) to any stockholder, member or partner of any Stockholder which is an entity, (viii) to any Affiliate of Stockholder, or (ix) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or by will, intestacy or other similar Applicable Law, so long as, in all events within one the case of the foregoing clauses (1) business dayvi), (vii), (viii) and in writing (as soon thereafter as practicable) of the material terms and status of any inquiry or proposal which the Stockholder or any of its agents may receive from any Person after the Commencement Date relating to any of such matters and, if such inquiry or proposal is in writingix), the Stockholder shall deliver to Parent a copy of such inquiry assignee or proposal promptly. The Stockholder will immediately cease and cause transferee agrees to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect bound by the terms of this Agreement and executes and delivers to the foregoing. The Stockholder shall not take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreementparties hereto a written consent and joinder memorializing such agreement.