Common use of No Transfer; No Inconsistent Arrangements Clause in Contracts

No Transfer; No Inconsistent Arrangements. From and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.3, the Stockholders shall not, directly or indirectly, without the prior written consent of the Company (acting upon the recommendation of the Special Committee): (a) create or permit to exist any Lien (other than Liens as may be applicable under the Securities Act or other applicable securities Laws) on any of the Subject Securities; (b) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including by sale or merger, by tendering into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of the Subject Securities or any right, title or interest thereto (including any right or power to vote to which the Stockholders may be entitled); (c) enter into (or cause to be entered into) any Contract with respect to any Transfer described in the preceding clause (b); (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any the Subject Securities; (e) deposit or permit the deposit of any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to any of the Subject Securities (other than this Agreement); (f) enter into any Contract or otherwise take any other action that is inconsistent with, or would in any way restrict, limit or interfere with the performance of the Stockholders’ obligations hereunder; or (g) approve or consent to any of the foregoing;

No Transfer; No Inconsistent Arrangements. From Except as provided hereunder or under the Asset Purchase Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.35.2, the Stockholders Stockholder shall not, directly or indirectly, without the prior written consent of the Company (acting upon the recommendation of the Special Committee): (a) create or permit to exist any Lien (Liens, other than Liens as may be applicable under the Securities Act or other applicable securities Laws) , on all or any portion of the Subject Securities; Shares and/or Seller Parent Stock Options, (b) transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including whether by sale or mergersale, by tendering into any tender or exchange offerliquidation, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), all or any portion of the Subject Shares or Seller Parent Stock Options, or any right or interest therein (or consent to any of the Subject Securities or any rightforegoing), title or interest thereto (including any right or power to vote to which the Stockholders may be entitled); (c) enter into (or cause to be entered into) any Contract with respect to any Transfer described in of the preceding clause (b); Subject Shares or Seller Parent Stock Options, or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to all or any portion of the Subject Securities; Shares or Seller Parent Stock Options, (e) deposit or permit the deposit of all or any portion of the Subject Securities Shares into a voting trust or enter into a voting agreement or arrangement with respect to all or any portion of the Subject Securities (other than this Agreement); Shares, or (f) enter into any Contract take or otherwise take permit any other action that is inconsistent with, or would in any way restrict, limit or interfere with the performance of the Stockholders’ Stockholder’s obligations hereunder; hereunder or (g) approve or consent to any of the foregoing;

No Transfer; No Inconsistent Arrangements. From Except pursuant to the express terms of this Agreement, such VC Shareholder shall not (and after the date hereof and until this Agreement is validly terminated in accordance with Section 5.3, the Stockholders shall not, directly or indirectlynot permit any Person under such VC Shareholder’s control to), without the prior written consent of the Company Investor, directly or indirectly, (acting upon the recommendation i) grant any proxies, powers of the Special Committee): (a) create attorney, rights of first offer or permit refusal or enter into any voting trust with respect to exist any Lien (other than Liens as may be applicable under the Securities Act or other applicable securities Laws) on any of the such VC Shareholder’s Subject Securities; Shares, (bii) transfer, sell (including short sell), assign, gifttransfer, hedgetender, lendpledge, pledge encumber, grant a participation interest in, hypothecate or otherwise dispose of (including by sale or mergergift) (each, by tendering into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily, or enter into any derivative arrangement with respect to (collectively, a “Transfer”), ) any of the such VC Shareholder’s Subject Securities or Shares, (iii) otherwise permit any right, title or interest thereto (including any right or power to vote to which the Stockholders may be entitled); (c) enter into (or cause Liens to be entered into) any Contract with respect to any Transfer described in the preceding clause (b); (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any the Subject Securities; (e) deposit or permit the deposit of created on any of the such VC Shareholder’s Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to any of the Subject Securities Shares, (other than this Agreement); (fiv) enter into any Contract contract, agreement, option, instrument or otherwise other arrangement or understanding with respect to the direct or indirect Transfer of, any of such VC Shareholder’s Subject Shares, or (v) take any other action that is inconsistent with, or would in any way restrict, limit or interfere in any material respect with the performance of such VC Shareholder’s obligations hereunder or the Stockholders’ obligations hereunder; transactions contemplated hereby or (g) approve , subject to the following sentence, otherwise make any representation or consent to warranty of such VC Shareholder herein untrue or incorrect in any material respect. If any involuntary Transfer of any of the foregoing;such VC Shareholder’s Subject Shares shall occur (including, but not limited to, a sale by such VC Shareholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court

No Transfer; No Inconsistent Arrangements. From and after Except as provided hereunder or under the date hereof and until this Agreement is validly terminated in accordance with Section 5.3Merger Agreement, during the Stockholders Support Period, Stockholder shall not, directly or indirectly, without the prior written consent of the Company (acting upon the recommendation of the Special Committee): (a) create or permit to exist any Lien Encumbrance (other than Liens as may be applicable under the Securities Act or other applicable securities LawsPermitted Encumbrances) on any or all of the Stockholder’s Subject Securities; Shares, (b) other than to a Permitted Transferee (as defined below) or by operation of law, transfer, sell, assign, gift, hedge, lend, pledge or otherwise dispose of (including whether by sale or mergersale, by tendering into any tender or exchange offerliquidation, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of the Stockholder’s Subject Securities Shares, or any right, title or interest thereto (including any right or power interest therein (or consent to vote to which any of the Stockholders may be entitledforegoing); , (c) enter into (or cause to be entered into) any Contract with respect to any such Transfer described in the preceding clause (b); other than to a Permitted Transferee) of Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, proxy or power-of-attorney or other authorization or consent in or with respect to any the of Stockholder’s Subject Securities; Shares, (e) deposit or permit the deposit of any of the Stockholder’s Subject Securities Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Stockholder’s Subject Securities (other than this Agreement); Shares, or (f) enter into any Contract take or otherwise take permit any other action that is inconsistent with, or would reasonably be expected to in any way restrict, limit or interfere with the performance of ▇▇▇▇▇▇▇▇▇▇▇’s obligations hereunder or the Stockholders’ obligations hereunder; transactions contemplated hereby or otherwise make any representation or (g) approve or consent to any of the foregoing;