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

No Transfer; No Inconsistent Arrangements. Except as provided under this Agreement, such Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share Liens, other than Permitted Share Liens, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer (other than the Offer)), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement, arrangement or understanding with respect to any Transfer of such Stockholder’s Subject Shares 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 any such Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares or (f) take or permit any other action that would in any way prevent, delay or impair the ability of such Stockholder to perform its obligations under this Agreement or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab

No Transfer; No Inconsistent Arrangements. Except as provided hereunder or under this the Merger Agreement, such during the Support Period, Stockholder shall not, directly or indirectly, (a) create or permit to exist any Share LiensEncumbrance, other than Permitted Share LiensEncumbrances, on any or all of such Stockholder’s Subject Shares, (b) other than to a Permitted Transferee (as defined below) or by operation of law, transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (includingwhether by sale, for the avoidance of doubtliquidation, by depositingdissolution, submitting dividend or otherwise tendering any such Subject Shares into any tender or exchange offer (other than the Offer))distribution) of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement, arrangement or understanding Contract with respect to any such Transfer (other than to a Permitted Transferee) of such 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 such of Stockholder’s Subject Shares, (e) deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares Shares, or (f) take or permit any other action that would reasonably be expected to in any way preventrestrict, delay limit or impair interfere with the ability performance of such Stockholder to perform its ▇▇▇▇▇▇▇▇▇▇▇’s obligations under this Agreement hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder herein untrue or incorrectincorrect in any material respect. Any action taken in violation of the foregoing sentence shall be null and void abin