Common use of Restriction on Transfer, Proxies and Non-Interference Clause in Contracts

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated by this Agreement or the Merger Agreement, during the period beginning from the execution and delivery by the parties of this Agreement through the earlier of (1) the Effective Time, (2) the termination of the Merger Agreement or (3) the termination of this Agreement in accordance with Section 5.1, each Company Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign, or otherwise dispose of (each, a “Transfer”), or enter into any contract, option, or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any or all of such Company Stockholder’s Voting Shares, Subject Options, Share Units or any other securities of the Company or any interest therein to any person, other than pursuant to the Merger Agreement or the Offer or in connection with the exercise of any Company Options or vesting Share Units (it being understood and agreed that any shares of Company Common Stock issued upon the exercise of Company Options or the vesting of Share Units shall be subject to the restrictions set forth in this Section 4.1); (ii) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of such Company Stockholder’s Voting Shares that could reasonably be expected to impede, interfere with or prevent the Merger; (iii) deposit any of such Company Stockholder’s Voting Shares or Subject Options into a voting trust or enter into a voting agreement with respect to any of such Company Stockholder’s Voting Shares or Subject Options, other than pursuant to this Agreement or (iv) take any action that would make any representation or warranty of such Company Stockholder contained in this Agreement to be untrue or incorrect in any material respect or that would reasonably be expected to have the effect of preventing or disabling or materially delaying such Company Stockholder from performing such Company Stockholder’s obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated by this Agreement or the Merger Agreement, during the period beginning from the execution and delivery by the parties of this Agreement through the earlier of (1) the Effective Time, (2) the termination of the Merger Agreement or (3) the termination of this Agreement in accordance with Section 5.1, each Company Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign, or otherwise dispose of (each, a “Transfer”), or enter into any contract, option, or other arrangement or understanding (including including, without limitation, entering into any profit sharing arrangement, arrangement or understanding whether or not in writing, that, directly or indirectly, transfers, conveys or otherwise disposes of, in whole or in part, any of the economic or other risks or consequences of ownership of any Subject Shares, including short sales of applicable securities, option transactions with respect to Subject Shares, use of equity or other derivative financial instruments relating to Subject Shares and other hedging arrangements with respect to applicable securities, whether any such transaction described in the foregoing is to be settled by delivery of the Subject Shares, other securities, cash or otherwise) with respect to the Transfer of, any or all of such Company Stockholder’s Voting Shares, Subject Options, Share Units Shares or any other securities of the Company or any interest therein to any person, other than pursuant to the Merger Agreement or the Offer or in connection with the exercise of any Company Options or vesting Share Units (it being understood and agreed that any shares of Company Common Stock issued upon the exercise of Company Options or the vesting of Share Units shall be subject to the restrictions set forth in this Section 4.1)Offer; (ii) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of such Company Stockholder’s Voting Subject Shares that could reasonably be expected to impede, interfere with or prevent the Mergertransactions contemplated by the Merger Agreement; or (iii) deposit any of such Company Stockholder’s Voting Subject Shares or Subject Options into a voting trust or enter into a voting agreement with respect to any of such Company Stockholder’s Voting Shares or Subject OptionsShares, other than pursuant to this Agreement or (iv) take any action Agreement; provided that would make any representation or warranty of such Company Stockholder that the restrictions contained in this Agreement Section 4.2 shall not apply to be untrue or incorrect in any material with respect or that would reasonably be expected to have any transfer of the effect of preventing or disabling or materially delaying such Subject Shares by a Company Stockholder from performing such Company Stockholder’s obligations under this Agreementpursuant to applicable Laws of descent.

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated by this Agreement or the Merger Agreement, during the period beginning from the execution and delivery by the parties of this Agreement through the earlier of (1) the Effective Time, (2) the termination of the Merger Agreement or (3) the termination of this Agreement in accordance with Section 5.16.1, each Company Preferred Stockholder shall not (i) directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign, or otherwise dispose of (each, a “Transfer”), or enter into any contract, option, or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any or all of such Company Preferred Stockholder’s Voting Shares, Subject Options, Share Units Shares or any other securities of the Company or any interest therein to any personPerson, other than pursuant to the Merger Agreement or the Offer or in connection with the exercise of any Company Options or vesting Share Units (it being understood and agreed that any shares of Company Common Stock issued upon the exercise of Company Options or the vesting of Share Units shall be subject to the restrictions set forth in this Section 4.1); Offer, (ii) grant any proxies or powers of attorney, or any other authorization or consent with respect to any or all of such Company Preferred Stockholder’s Voting Shares that could reasonably be expected to impede, interfere with or prevent the Merger; , (iii) deposit any of such Company Preferred Stockholder’s Voting Shares or Subject Options into a voting trust or enter into a voting agreement with respect to any of such Company Preferred Stockholder’s Voting Shares or Subject OptionsShares, other than pursuant to this Agreement or (iv) take any action that would make any representation or warranty of such Company Preferred Stockholder contained in this Agreement to be untrue or incorrect in any material respect or that would reasonably be expected to have the effect of preventing or disabling or materially delaying such Company Preferred Stockholder from performing such Company Preferred Stockholder’s obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as contemplated by this Agreement or the Merger AgreementStockholder hereby agrees, during the period beginning from the execution and delivery by the parties of this Agreement through the earlier of (1) the Effective TimeTerm, (2) the termination of the Merger Agreement or (3) the termination of this Agreement in accordance with Section 5.1not to, each Company Stockholder shall not (i) directly or indirectly, offer for sale, (i) sell, transfer, tender, pledge, encumber, assign, assign or otherwise dispose of, or enter into any Contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of Stockholder’s Covered Shares (eachany such action, a “Transfer”), or enter into any contract, option, or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any or all of such Company Stockholder’s Voting Shares, Subject Options, Share Units or any other securities of the Company or any interest therein to any person, other than pursuant to the Merger Agreement or the Offer or in connection with the exercise of any Company Options or vesting Share Units (it being understood and agreed that any shares of Company Common Stock issued upon the exercise of Company Options or the vesting of Share Units shall be subject to the restrictions set forth in this Section 4.1); (ii) grant any proxies or powers of attorney, or any other authorization or consent attorney with respect to any or all the Covered Shares of such Company Stockholder’s Voting Shares that could reasonably be expected to impede, interfere with or prevent the Merger; (iii) deposit any of such Company Stockholder’s Voting Covered Shares or Subject Options into a voting trust or enter into a voting agreement with respect to any such Covered Shares, in each case with respect to any vote on the approval and/or adoption of the Parent Voting Matters or any other matters set forth in Section 1.1, (iii) form or join any “group” (as such Company Stockholder’s Voting Shares or Subject Optionsterm is defined in Section 13(d)(3) of the Exchange Act) with any Persons with respect to any securities of Parent (other than, other than if any, pursuant to this Agreement Agreement) or (iv) commit or agree to take any action that would make of the foregoing actions during the Agreement Term; provided that, the foregoing notwithstanding, the following Transfers are permitted: (A) Transfers of Covered Shares to any representation or warranty Person who has agreed in writing (the form and substance of which is reasonably acceptable to the Member) to be bound by the terms of this Agreement in respect of such Company Stockholder contained Covered Shares Transferred; (B) Transfers of a sufficient number of Covered Shares to cover the tax withholding obligations resulting from the vesting of any equity awards in Parent or the exercise of any options to purchase equity of Parent; and (C) Transfers of Covered Shares with the Member’s prior written consent. Any Transfer (or purported Transfer) in breach of this Agreement to shall be untrue null and void and of no force or incorrect in any material respect or that would reasonably be expected to have the effect of preventing or disabling or materially delaying such Company Stockholder from performing such Company Stockholder’s obligations under this Agreementeffect.