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

No Proxies for or Encumbrances on Shares. (a) Except as permitted by the terms of this Agreement, such Stockholder shall not, directly or indirectly, without the prior written consent of the Company (upon the approval of the Special Committee) and each other Stockholder, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such Stockholder’s Shares, (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 testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any such 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 such Shares, or (iii) knowingly take any action, in each case, that would have the effect of preventing or delaying such Stockholder from performing any of its obligations under this Agreement. (b) Notwithstanding Section 4.01(a), any Stockholder may effect a Transfer of any of such Stockholder’s Shares to a Permitted Transferee of such Stockholder; provided, that such Stockholder, 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 Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” 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 Stockholder, (A) any other Stockholder or controlled Affiliate of a Stockholder, (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 Stockholder, (C) any trust, the trustees of which include only the persons named in clauses (A) and/or (B) and the beneficiaries of which include only the persons named in clauses (A) and/or (B), (D) any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B), and/or (C), (E) if such Stockholder 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 as permitted by pursuant to and in furtherance of the terms of this AgreementAgreement (including pursuant to Section 4.01(b)) or as disclosed on the signature page hereto, such Stockholder shall notnot during the term of this Agreement, directly or indirectly, without the prior written consent of the Company (upon the approval of the Special Committee) and each other StockholderParent, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such Stockholder’s SharesShares 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, of any such 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, in each case, action that would have the effect of preventing or delaying such Stockholder 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) Notwithstanding Section 4.01(a), any Any Stockholder may effect that effects a Transfer of any of such Stockholder’s Shares to a Permitted Transferee of such Stockholder; provided, that such Stockholder, prior to and as a condition to the effectiveness of such Transfer, causes Stockholder shall cause each such Permitted Transferee to execute a counterpart signature page to this Agreement and deliver the same to the CompanyParent, pursuant to which such Permitted Transferee agrees to be a “Stockholder” 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” Transferee means, with respect to any Stockholder, (A) any other Stockholder or controlled Affiliate of a Stockholder, (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 Stockholder, (C) any trust, the trustees of which include only the persons named in clauses (A) and/or or (B) and the beneficiaries of which include only the persons named in clauses (A) and/or or (B), (D) any corporation, limited liability company or partnership partnership, the stockholdersshareholders, members or general or limited partners of which include only the Persons persons named in clauses (A), ) or (B), and/or (C), (E) if such Stockholder 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(b) shall not be a breach of this Agreement.

No Proxies for or Encumbrances on Shares. (a) Except as permitted by pursuant to the terms of this AgreementAgreement and the Exchange and Option Agreement dated as of the date hereof among the Stockholders, LVMH and Acquisition Sub, such Stockholder shall not, directly or indirectly, without the prior written consent of the Company (upon the approval of the Special Committee) and each other StockholderLVMH, 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 Stockholder’s Shares, Shares or (ii) offer for salesell, sell (constructively or otherwise)assign, transfer, assign, tender in any tender encumber or exchange offer, pledge, grant, encumber, hypothecate or similarly otherwise dispose of (by 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 sale, assignment, transfer, encumbrance or other disposition of, any such Shares, Shares or any interest thereintherein during the term of this Agreement, includingprovided that nothing herein shall prohibit the Stockholders from transferring shares to the ▇▇▇▇▇-▇▇▇▇▇ Foundation, without limitation, any swap transaction, option, warrant, forward purchase to other Stockholders or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction to trusts for the benefit of the Stockholders or any present or former spouse, ancestor or descendent or sibling of any Stockholder or any trust or other similar transaction entity established for the benefit of such individuals or their descendants (including "RELATED PARTIES"), provided that each of the ▇▇▇▇▇-▇▇▇▇▇ Foundation and/or the Related Parties, as applicable, enters into an agreement substantively similar to this Agreement. Each Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify LVMH promptly, and to provide all details requested by LVMH, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any such transaction) of the foregoing; provided that the foregoing shall not obligate DK or combination of SW to take any such transactions, in each case, involving action nor prevent DK or SW from taking any such Sharesactions if DK or SW, as the case may be, determines in good faith after consultation with independent legal counsel that taking such action or (iii) knowingly take any action, in each case, that failing to so act would have the effect of preventing or delaying such Stockholder from performing any of its obligations under this Agreement. (b) Notwithstanding Section 4.01(a), any Stockholder may effect a Transfer of any of such Stockholder’s Shares reasonably be expected to a Permitted Transferee of such Stockholder; provided, that such Stockholder, 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 Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” 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 Stockholder, (A) any other Stockholder or controlled Affiliate of a Stockholder, (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 Stockholder, (C) any trust, the trustees of which include only the persons named in clauses (A) and/or (B) and the beneficiaries of which include only the persons named in clauses (A) and/or (B), (D) any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B), and/or (C), (E) if such Stockholder 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 constitute a breach of this Agreementhis or her fiduciary duty as a director or officer of the Company.

No Proxies for or Encumbrances on Shares. (a) Except as permitted by the terms of this Agreement, such the Stockholder shall not, directly or indirectly, without the prior written consent of the Company (upon the approval of the Special Committee) and each other Stockholder), (i) grant any proxies proxies, powers of attorney, or other such authorization, or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such the Stockholder’s Shares, (ii) offer for sale, sell (constructively or otherwise), pledge, transfer, assign, gift, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any such 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 such Shares, or (iii) knowingly take any action, in each case, action that would have the effect of preventing or delaying such the Stockholder from performing any of its obligations under this Agreement, or (iv) agree or commit (whether or not in writing) to take any of the actions referred to in the foregoing sections (i) through (iii). (b) Notwithstanding Section 4.01(a), any The Stockholder may effect a Transfer of any of such the Stockholder’s Shares to a Permitted Transferee of such the Stockholder; provided, that such the Stockholder, 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 Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” 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 the Stockholder, (Ai) any other an Affiliate of the Stockholder or controlled Affiliate of a Stockholder, (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 Stockholder, (C) any trust, the trustees of which include only the persons named in clauses (A) and/or (B) and the beneficiaries of which include only the persons named in clauses (A) and/or (B), (Dii) any corporation, limited liability company or partnership partnership, the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B), and/or (C), (E) if such Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trustStockholder, or (F) to any Person by will, for estate one or tax planning purposes, for charitable purposes or as charitable gifts or donations. more of its Affiliates 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 as permitted by the terms of this Agreement (including Section 5.01(b)), the Principal Stockholders shall not during the term of this Agreement, such Stockholder shall not, directly or indirectly, without the prior written consent of Parent and the Company (upon the approval of the Special Committee) and each other StockholderCompany, (i) grant any proxies proxies, power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such Stockholder’s Shares, (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 testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any such 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 such Shares, or (iii) knowingly take any action, in each case, action that would have the effect of preventing or delaying such Stockholder the Principal Stockholders from performing any of its obligations under this Agreement. For the avoidance of doubt, the fact that any Shares are held in a margin account shall not be deemed a violation of this Section 5.01 or Article II so long as the Principal Stockholders are able to perform its obligations under this Agreement. (b) Notwithstanding Section 4.01(a), any Stockholder Any of the Principal Stockholders may effect a Transfer of any of such Stockholder’s Shares to a Permitted Transferee (as defined herein) of such Principal Stockholder; provided, provided that such Principal Stockholder, 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 Parent and the Company, pursuant to which such Permitted Transferee agrees to be a “Principal Stockholder” 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 Stockholder, (A) any other Stockholder or controlled Affiliate of a Stockholder, (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 Stockholder, (C) any trust, the trustees of which include only the persons named in clauses (A) and/or (B) and the beneficiaries of which include only the persons named in clauses (A) and/or (B), (D) any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B), and/or (C), (E) if such Stockholder 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.with

No Proxies for or Encumbrances on Shares. (a) Except as permitted by pursuant to the terms of this AgreementAgreement and the Exchange and Option Agreement dated as of the date hereof among the Stockholders, LVMH and Acquisition Sub, such Stockholder shall not, directly or indirectly, without the prior written consent of the Company (upon the approval of the Special Committee) and each other StockholderLVMH, 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 Stockholder’s Shares, Shares or (ii) offer for salesell, sell (constructively or otherwise)assign, transfer, assign, tender in any tender encumber or exchange offer, pledge, grant, encumber, hypothecate or similarly otherwise dispose of (by 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 sale, assignment, transfer, encumbrance or other disposition of, any such Shares, Shares or any interest thereintherein during the term of this Agreement, includingprovided that nothing herein shall prohibit the Stockholders from transferring shares to the ▇▇▇▇▇-▇▇▇▇▇ Foundation, without limitation, any swap transaction, option, warrant, forward purchase to other Stockholders or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction to trusts for the benefit of the Stockholders or any present or former spouse, ancestor or descendent or sibling of any Stockholder or any trust or other similar transaction entity established for the benefit of such individuals or their descendants (including "RELATED PARTIES"), provided that each of the ▇▇▇▇▇-▇▇▇▇▇ Foundation and/or the Related Parties, as applicable, enters into an agreement substantively similar to this Agreement. Each Stockholder shall not seek or solicit any such sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify LVMH promptly, and to provide all details requested by LVMH, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any such transaction) of the foregoing; PROVIDED that the foregoing shall not obligate DK or combination of SW to take any such transactions, in each case, involving action nor prevent DK or SW from taking any such Sharesactions if DK or SW, as the case may be, determines in good faith after consultation with independent legal counsel that taking such action or (iii) knowingly take any action, in each case, that failing to so act would have the effect of preventing or delaying such Stockholder from performing any of its obligations under this Agreement. (b) Notwithstanding Section 4.01(a), any Stockholder may effect a Transfer of any of such Stockholder’s Shares reasonably be expected to a Permitted Transferee of such Stockholder; provided, that such Stockholder, 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 Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” 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 Stockholder, (A) any other Stockholder or controlled Affiliate of a Stockholder, (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 Stockholder, (C) any trust, the trustees of which include only the persons named in clauses (A) and/or (B) and the beneficiaries of which include only the persons named in clauses (A) and/or (B), (D) any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B), and/or (C), (E) if such Stockholder 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 constitute a breach of this Agreementhis or her fiduciary duty as a director or officer of the Company.

No Proxies for or Encumbrances on Shares. (a) Except as permitted by pursuant to the terms of this Agreement, such Stockholder shall not, directly or indirectly, without the prior written consent of the Company Parent, directly or indirectly (upon the approval except, if Stockholder is an individual, as a result of the Special Committee) and each other death of Stockholder), (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such Stockholder’s Shares, Shares or (ii) offer for salesell, sell (constructively or otherwise)assign, transfer, assign, tender in any tender encumber or exchange offer, pledge, grant, encumber, hypothecate or similarly otherwise dispose of (by 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 sale, assignment, transfer, encumbrance or other disposition of, any such 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 Shares during the term of any such transactions, in each case, involving any such Shares, or (iii) knowingly take any action, in each case, that would have the effect of preventing or delaying such Stockholder from performing any of its obligations under this Agreement. (b) Notwithstanding Section 4.01(a), Stockholder shall have the right to transfer Shares to (A) any Family Member; (B) the trustee or trustees of a trust for the benefit of Stockholder may effect and/or one or more Family Members; (C) one or more charitable foundations or charitable organizations or any trustee or trustees of a Transfer trust for the benefit thereof; (D) a partnership of which Stockholder and/or Family Members owns a majority of the partnership interests; (E) a limited liability company of which Stockholder and/or any Family Members owns a majority of the membership interests; (F) the executor, administrator or personal representative of the estate of Stockholder; (G) any guardian, trustee or conservator appointed with respect to the assets of Stockholder; (H) the limited partners, general partners, limited liability company members or stockholders of the Stockholder; or (I) any third party; provided that in the case of any of such Stockholder’s Shares to a Permitted Transferee of such Stockholder; providedtransfer, that such Stockholderthe transferee shall, prior to and as a condition to the effectiveness of such Transfertransfer, causes each such Permitted Transferee to execute a counterpart signature page to this Agreement and deliver the same to the Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” pursuant to, and an agreement to be bound by, by the terms and conditions of this Agreement with respect to such Shares that are the subject of such Transfer (such Transfer, a “Permitted Transfer”)Agreement. “Permitted TransfereeFamily Member” means, with respect to any means the Stockholder, (A) any other Stockholder or controlled Affiliate of a Stockholder, (B) a ’s spouse, lineal descendant or antecedentfather, mother, issue (if living with Stockholder), brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Stockholder, (C) any trust, the trustees of which include only the persons named in clauses (A) and/or (B) and the beneficiaries of which include only the persons named in clauses (A) and/or (B), (D) any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B), and/or (C), (E) if such Stockholder 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.