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 Stockholder Agreement, Stockholder shall not, without prior written consent of the Company, 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 with respect to any matter described in Section 1.1 of this Stockholder Agreement or (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 during the term of this Stockholder Agreement other than pursuant to the Merger or the Transaction Documents; provided, that Stockholder may transfer Shares to (A) any member of Stockholder’s immediate family or (B) a trust for the principal benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes; provided, further, that any such permitted transferee shall agree in writing to be bound by the terms of this Stockholder Agreement as may be reasonably required by the Company before any such transfer takes effect. 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 the Company as promptly as reasonably practicable, and to provide all material details as reasonably requested by the Company, if 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 Stockholder Agreement, Stockholder shall not, without the prior written consent of the CompanyParent, 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 with respect to any matter described in Section 1.1 of this Stockholder Agreement or (ii) acquire, 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 acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Stockholder Agreement other than pursuant to the Merger or the Transaction Documents; providedAgreement, except that each Stockholder may assign or transfer up to 50,000 Shares to (A) any member of Stockholder’s immediate family charitable organization or (B) a trust for the principal benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes; providedvehicle during the term of this Agreement, further, provided that any assignee or transferee of such permitted transferee Shares shall agree in writing to be bound by the terms of this Agreement, including without limitation, Section 1.02 hereof or to terms similar but no less restrictive than the terms of this Agreement. Notwithstanding the foregoing, nothing herein shall prohibit Stockholder Agreement as may be reasonably required by from directly or indirectly selling any Shares in order to exercise options to acquire capital stock or voting securities of the Company before any such transfer takes effect. Stockholder shall not seek or solicit pursuant to a “cashless” stock option exercise program during the period specified in Section 2.05(a) of the Merger Agreement; provided that, at the time of any such sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding no Acquisition Proposal shall have been publicly announced and agrees to notify the Company as promptly as reasonably practicable, and to provide all material details as reasonably requested by the Company, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingnot withdrawn.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Stockholder Agreement, Stockholder shall not, without prior written consent of the CompanyParent, 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 with respect to any matter described in Section 1.1 of this Stockholder Agreement or (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 during the term of this Stockholder Agreement other than pursuant to the Merger or the Transaction Documents; provided, that Stockholder may transfer Shares to (A) any member of Stockholder’s immediate family or (B) a trust for the principal benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes; provided, further, that any such permitted transferee shall agree in writing to be bound by the terms of this Stockholder Agreement as may be reasonably required by the Company Parent before any such transfer takes effect. 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 the Company Parent as promptly as reasonably practicable, and to provide all material details as reasonably requested by the CompanyParent, if 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 Stockholder Agreement, Stockholder such Shareholder shall not, without the prior written consent of the CompanyAcquiror, directly or indirectly, (i) grant any proxies proxy or power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares with respect to any matter described in Section 1.1 of this Stockholder Agreement or (ii) sell, assign, transfer, encumber encumber, pledge 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 encumbrance, pledge or other disposition of, any Shares during the term of this Stockholder Agreement other than pursuant to the Merger or the Transaction DocumentsAgreement; provided, however, that Stockholder such Shareholder may transfer any Shares to (A) any member of Stockholder’s immediate family [one or (B) a trust for the principal benefit of Stockholder more Affiliates]4[family members or any member of Stockholder’s immediate family for estate planning purposes; provided, further, that purposes]5 so long as any applicable transferee prior to such permitted transferee shall agree transfer agrees in writing to be bound by the terms provisions of this Stockholder Agreement as may (a copy of which written agreement shall promptly be reasonably required by the Company before any provided to Acquiror) and such transfer takes effectshall not relieve such Shareholder from any of its obligations hereunder. Stockholder Such Shareholder shall not seek or solicit any such sale, assignment, transfer, encumbrance encumbrance, pledge or other disposition or any such contract, option or other arrangement or understanding and agrees to notify the Company as promptly as reasonably practicable, and to provide all material details as reasonably requested by the Company, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingunderstanding.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Stockholder Agreement, Stockholder such Shareholder shall not, without the prior written consent of the CompanyAcquiror, directly or indirectly, (i) grant any proxies proxy or power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares with respect to any matter described in Section 1.1 of this Stockholder Agreement or (ii) sell, assign, transfer, encumber encumber, pledge 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 encumbrance, pledge or other disposition of, any Shares during the term of this Stockholder Agreement other than pursuant to the Merger or the Transaction DocumentsAgreement; provided, however, that Stockholder such Shareholder may transfer any Shares to (A) one or more Affiliates so long as any member of Stockholder’s immediate family or (B) a trust for the principal benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes; provided, further, that any applicable transferee prior to such permitted transferee shall agree transfer agrees in writing to be bound by the terms provisions of this Stockholder Agreement as may (a copy of which written agreement shall promptly be reasonably required by the Company before any provided to Acquiror) and such transfer takes effectshall not relieve such Shareholder from any of its obligations hereunder. Stockholder Such Shareholder shall not seek or solicit any such sale, assignment, transfer, encumbrance encumbrance, pledge or other disposition or any such contract, option or other arrangement or understanding and agrees to notify the Company as promptly as reasonably practicable, and to provide all material details as reasonably requested by the Company, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingunderstanding.