Common use of Restriction on Transfer; Proxies; Non-Interference; etc Clause in Contracts

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, no Executing Stockholder shall, or permit any Affiliated Stockholder to, directly or indirectly (i) Transfer (including by operation of law, which shall include through a merger) or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect, have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(c), except in each case for any pledge of Stockholder Shares under any pledge agreement existing at the date hereof (which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence of this Section 1(c), and in furtherance of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Stockholder Shares of such Stockholder (and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). For purposes of this Agreement, “Transfer” means with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such a sale, assignment, transfer, constructive sale or other disposition of such security or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Notwithstanding anything to the contrary in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or a portion of their Stockholder Shares (the “Transferred Shares”) to any Person; provided, however, that prior to such Transfer, the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed counterpart of this Agreement to the Parent contemporaneously with such Transfer and shall have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers by all of the Transferring Stockholder shall not, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) the aggregate number of Transferred Shares does not exceed 30,000,000 and (C) any such Transfer shall not relieve the Transferor of its obligations hereunder if such Transferee does not perform such obligations. The Executing Stockholder may request of the Parent the ability to make a Transfer of Stockholder Shares other than pursuant to the prior sentence. Any such alternative Transfer shall be subject to the prior written consent of the Parent, which consent shall not be unreasonably withheld, with respect to sub-clauses (A) and (B) but otherwise such consent shall be in Parent’s sole discretion.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination execution of this agreement until the Agreement in accordance with its termsTermination Date, no Executing Stockholder shall, or permit any Affiliated Stockholder to, its Affiliates shall directly or indirectly indirectly, (i) Transfer ), sell, transfer, give, pledge, encumber, assign or otherwise dispose of (including by operation of lawcollectively, which shall include through a merger) “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect, or have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(c). Notwithstanding the foregoing (but subject to the following sentence), except in each case for Stockholder and its Affiliates may Transfer any pledge or all of its Stockholder Shares under any pledge agreement existing at the date hereof (which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered its Affiliates, including, without limitation, to Parent, or in accordance with this Agreement. Subject and pursuant to the last sentence of this Section 1(c), and Gato Letter Agreement (in furtherance of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify any case in a manner consistent with the Company’s transfer agent Amended and Restated Certificate of Incorporation); provided, that there prior to and as a condition to the effectiveness of such Transfer, each Person to whom any of such Stockholder Shares or any interest in any of such Shares is or may be transferred shall have executed and delivered to the Company a stop transfer order with respect counterpart of this Agreement pursuant to which such Person shall be bound by all of the Stockholder Shares terms and provisions of such Stockholder (and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). For purposes of this Agreement, “Transfer” means with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such a sale, assignment, transfer, constructive sale or other disposition of such security or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoingExhibit A shall be updated accordingly. Notwithstanding anything to the contrary in this AgreementAgreement and without limiting the first sentence of this Section 1(c), any Stockholder in no event prior to the Agreement Termination Date shall the Stockholders cause or permit (but not i) a Transferee from Restructuring Event (as defined in the Amended and Restated Agreement of Limited Partnership of Gato Investments LP (as amended as of the date hereof, the “Gato LPA”)) to occur or be initiated (or, if one occurs, the Stockholders shall cause such StockholderRestructuring Event to be waived) may Transfer all or a portion (ii) Gato Investments LP to otherwise cease to be the record holder of their the Stockholder Shares (the “Transferred Shares”) to any Person; provided, however, that prior to such Transfer, the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed counterpart of this Agreement to the Parent contemporaneously with such Transfer and shall have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers held by all it as of the Transferring Stockholder shall notdate hereof and as set forth on Exhibit A hereto, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) the aggregate number of Transferred Shares does not exceed 30,000,000 and (C) any such Transfer shall not relieve the Transferor of its obligations hereunder if such Transferee does not perform such obligations. The Executing Stockholder may request of the Parent the ability to make a Transfer of Stockholder Shares other than by way of a transfer of such shares to Parent, or transfers in accordance with and pursuant to the prior sentence. Any such alternative Transfer shall be subject to the prior written consent of the Parent, which consent shall not be unreasonably withheld, with respect to sub-clauses (A) and (B) but otherwise such consent shall be in Parent’s sole discretionGato Letter Agreement.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, no Executing Stockholder shall, or permit any Affiliated Stockholder to, directly or indirectly (i) Transfer (including by operation of law, which shall include through a merger) or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect, have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(c), except in each case for any pledge of Stockholder Shares under any pledge agreement existing at the date hereof (which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence of this Section 1(c), and in furtherance of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Stockholder Shares of such Stockholder (and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). For purposes of this Agreement, “Transfer” means with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such a sale, assignment, transfer, constructive sale or other disposition of such security or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Notwithstanding anything to the contrary in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or a portion of their Stockholder Shares (the “Transferred Shares”) to any Person; provided, however, that prior to such Transfer, the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed counterpart of this Agreement to the Parent contemporaneously with such Transfer and shall have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers by all of the Transferring Stockholder shall not, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) the aggregate number of Transferred Shares does not exceed 30,000,000 and (C) any such Transfer shall not relieve the Transferor of its obligations hereunder if such Transferee does not perform such obligations. The Executing Stockholder may request of the Parent the ability to make a Transfer of Stockholder Shares other than pursuant to the prior sentence. Any such alternative Transfer shall be subject to the prior written consent of the Parent, which consent shall not be unreasonably withheld, with respect to sub-clauses (A) and (B) but otherwise such consent shall be in Parent’s sole discretion.consent

Restriction on Transfer; Proxies; Non-Interference; etc. From Other than a Permitted Transfer (as hereinafter defined), from the date hereof until any termination of this Agreement in accordance with its termsthe Termination Date, no Executing Stockholder shall, or permit any Affiliated Stockholder to, Shareholder Party shall directly or indirectly (i) Transfer sell, transfer (including by operation of law), which shall include through a merger) give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding (collectively, a “Transfer”) with respect to the Transfer sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Stockholder Party Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Party Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder SharesParty Shares (each, an “Assignment”), (iii) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder such Shareholder Party set forth in this Agreement untrue or incorrect in any material respect, respect or have the effect of preventing, disabling or delaying such Executing Stockholder Shareholder Party from performing any of his or its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(c2(b). Notwithstanding the foregoing, any Shareholder Party, (a) may Transfer any of the Party Shares, or execute an Assignment with respect to Party Shares, if such Transfer or Assignment is made to a family member or a controlled affiliate of such Shareholder Party or is made to a trust or similar vehicle in connection with estate planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or beneficiary of the Party Shares resulting from such Transfer or Assignment executes a joinder agreement, reasonably acceptable to each of the MIP entities and Goldman, whereby such transferee, proxy holder or beneficiary would become a party to this Agreement and become subject to all of the rights and obligations hereunder, (b) at any time after the termination of the Merger Agreement, may sell no more than 25,000 Party Shares in the open market in any six-month period, (c) if the Merger Agreement is not entered into on or prior to December 31, 2007 and the Company and Parties are not actively negotiating a proposal to acquire the Company at such date, may sell no more than 25,000 Party Shares in the open market in any six-month period thereafter or (d) with the prior written consent of each of the MIP entities and Goldman (which consent may be withheld in their sole discretion), except may Transfer any of the Party Shares, or execute an Assignment with respect to Party Shares, other than as contemplated in each case for any pledge of Stockholder Shares under any pledge agreement existing at the date hereof clauses (which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence of this Section 1(ca), (b) and in furtherance (c) (each of this Agreementthe foregoing clauses (a) through (d), each Executing Stockholder hereby authorizes and shall promptly request, and a “Permitted Transfer”). Each Shareholder Party shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify instruct the Company’s transfer agent that there is a stop transfer order to place appropriate restrictive legends with respect to all of such Shareholder Party’s Party Shares in order to reflect the Stockholder Shares of such Stockholder (transfer limitations and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). For purposes of this Agreement, “Transfer” means with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such a sale, assignment, transfer, constructive sale or other disposition of such security or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Notwithstanding anything to the contrary provisions contained in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or a portion of their Stockholder Shares (the “Transferred Shares”) to any Person; provided, however, that prior to such Transfer, the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed counterpart of this Agreement to the Parent contemporaneously with such Transfer and shall have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers by all of the Transferring Stockholder shall not, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) the aggregate number of Transferred Shares does not exceed 30,000,000 and (C) any such Transfer shall not relieve the Transferor of its obligations hereunder if such Transferee does not perform such obligations. The Executing Stockholder may request of the Parent the ability to make a Transfer of Stockholder Shares other than pursuant to the prior sentence. Any such alternative Transfer shall be subject to the prior written consent of the Parent, which consent shall not be unreasonably withheld, with respect to sub-clauses (A) and (B) but otherwise such consent shall be in Parent’s sole discretion.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination execution of this Agreement in accordance with its termsuntil the Agreement Termination Date, no Executing Stockholder shall, or permit any Affiliated Stockholder to, shall directly or indirectly indirectly: (i) Transfer sell, transfer, give, assign or otherwise dispose of (including by operation of lawcollectively, which shall include through a merger) “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, any Stockholder Shares (or any right, title or interest thereto to or thereinin any Stockholder Shares, or any Company Warrants, other than the conversion of any Company Warrant), ; (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, ; or (iii) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect, have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iiiii) of this Section 1(c1(b). Notwithstanding the foregoing, except in each case for this Agreement shall not restrict Transfers of any pledge of Stockholder Shares under any pledge agreement existing at the date hereof (which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence of this Section 1(c), and in furtherance of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Stockholder Shares or Company Warrants (i) in the case of a Stockholder who is an individual (x) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, in each case for the purposes of estate planning, or (y) upon the death of Stockholder, to any member of Stockholder’s immediate family, or to a trust for the benefit of any member of Stockholder’s immediate family, so long as, in each case, prior to and as a condition to the effectiveness of such Stockholder (Transfer, the transferee shall have executed and that delivered to the Company a counterpart of this Agreement places limits on pursuant to which such transferee shall be bound by all of the voting terms and Transfer provisions of this Agreement or (ii) in the case of any Stockholder, to any of its Affiliates (including any other Stockholder) that, prior to and as a condition to the effectiveness of such Stockholder Shares). For purposes Transfer, shall have executed and delivered to the Company a counterpart of this Agreement pursuant to which such Affiliate shall be bound by all of the terms and provisions of this Agreement. In the event of any such transfer, Exhibit A-1 or A-2, as applicable, shall be updated accordingly. Each Stockholder and its Affiliates may also enter into any contract, agreement or arrangement, or mortgage, pledge or encumber any or all of the Stockholder Shares or Company Warrants, in each case in connection with any bona fide lending transaction or arrangement (a “Transfer” means Permitted Transaction”) if such Stockholder or Affiliate retains the right to vote or consent to, or cause to be voted or consented to, all such Stockholder Shares or Company Warrants as provided in Section 1(a) during the term of such Permitted Transaction. The Parties acknowledge and agree that nothing in this Agreement shall restrict enforcement or the exercise of any remedies (including a foreclosure) with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such a sale, assignment, transfer, constructive sale or other disposition of such security or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not Permitted Transaction. Any Transfer in writing, to effect any violation of the foregoing. Notwithstanding anything to the contrary in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or a portion of their Stockholder Shares (the “Transferred Shares”) to any Person; provided, however, that prior to such Transfer, the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed counterpart of this Agreement to the Parent contemporaneously with such Transfer and shall have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers by all of the Transferring Stockholder shall not, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) the aggregate number of Transferred Shares does not exceed 30,000,000 and (C) any such Transfer shall not relieve the Transferor of its obligations hereunder if such Transferee does not perform such obligations. The Executing Stockholder may request of the Parent the ability to make a Transfer of Stockholder Shares other than pursuant to the prior sentence. Any such alternative Transfer foregoing shall be subject to the prior written consent of the Parent, which consent shall not be unreasonably withheld, with respect to sub-clauses (A) null and (B) but otherwise such consent shall be in Parent’s sole discretionvoid ab initio.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, no Executing Stockholder shall, or permit any Affiliated Stockholder to, Shareholder shall not directly or indirectly (i) Transfer sell, transfer, give, pledge, encumber, assign or otherwise dispose of (including by operation of lawcollectively, which shall include through a merger) “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, any Stockholder Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, Shareholder Shares (iii) take any action or fail except to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect, have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of its obligations under this Agreement or prevent the consummation of the transactions contemplated extent otherwise permitted by this Agreement, ) or (iviii) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iiiii) of this Section 1(c1(b); provided, except in each case for however, that the foregoing restrictions on Transfer will not be applicable to, and Shareholder will not be restricted or prohibited from taking, any pledge of Stockholder Shares under any pledge agreement existing at the date hereof (which Stockholder Shares shall be released prior following actions with respect to the date Shareholder Shares (and the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence taking of this Section 1(c), and in furtherance such actions will not constitute a breach of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify the Company’s transfer agent that there is ): (A) a stop transfer order with respect to all of the Stockholder Shares of such Stockholder (and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). For purposes of this Agreement, “Transfer” means with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrancebona fide pledge of, or grant of a security interestinterest in, Shareholder Shares in connection with any financing arrangements with a financial institution that is in the business of engaging in such transactions (provided that Shareholder does not know or have reason to know that such financial institution is engaging in such transactions for the offer purpose of acquiring Clover Common Stock or voting rights with respect thereto for its own account or with an intent to make transfer such Clover Common Stock or such rights to a saleparticular person or group), assignment, transfer, constructive sale or other disposition including any resulting Transfer of such pledged shares (or shares in which a security interest has been granted) upon any foreclosure under the indebtedness underlying such pledge or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Notwithstanding anything to the contrary in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or a portion of their Stockholder Shares (the “Transferred Shares”) to any Personsecurity interest; provided, however, that prior to such Transfer, the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed counterpart of this Agreement to the Parent contemporaneously with such Transfer and shall have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers by all of the Transferring Stockholder shall not, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) any Transfer of Shareholder Shares to an Affiliate of Shareholder so long as such Affiliate executes an instrument assuming all the aggregate number rights, benefits and obligations of Transferred Shares does not exceed 30,000,000 Shareholder hereunder and (C) any such Transfer shall not relieve the Transferor of its obligations hereunder if such Transferee does not perform such obligations. The Executing Stockholder may request up to five percent (5%) of the Parent outstanding Clover Common Stock following the ability to make a Transfer of Stockholder Shares other than pursuant to the prior sentence. Any such alternative Transfer shall be subject to the prior written consent of the Parent, which consent shall not be unreasonably withheld, with respect to sub-clauses (A) and (B) but otherwise such consent shall be in Parent’s sole discretionClover Stockholders Meeting.

Restriction on Transfer; Proxies; Non-Interference; etc. From Other than a Permitted Transfer (as hereinafter defined), from the date hereof until any termination of this Agreement in accordance with its termsthe Termination Date, no Executing Stockholder shall, or permit any Affiliated Stockholder to, Shareholder Party shall directly or indirectly (i) Transfer sell, transfer (including by operation of law), which shall include through a merger) give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding (collectively, a “ Transfer “) with respect to the Transfer sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Stockholder Party Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Party Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder SharesParty Shares (each, an “ Assignment “), (iii) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder such Shareholder Party set forth in this Agreement untrue or incorrect in any material respect, respect or have the effect of preventing, disabling or delaying such Executing Stockholder Shareholder Party from performing any of his or its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(c2(b) . Notwithstanding the foregoing, any Shareholder Party, (a) may Transfer any of the Party Shares, or execute an Assignment with respect to Party Shares, if such Transfer or Assignment is made to a family member or a controlled affiliate of such Shareholder Party or is made to a trust or similar vehicle in connection with estate planning purposes; provided that, in each case, the transferee, trustee, proxy holder, or beneficiary of the Party Shares resulting from such Transfer or Assignment executes a joinder agreement, reasonably acceptable to each of Macquarie entities and Goldman, whereby such transferee, proxy holder or beneficiary would become a party to this Agreement and become subject to all of the rights and obligations hereunder, (b) at any time after the termination of the Merger Agreement, may sell no more than 25,000 Party Shares in the open market in any six-month period, (c) if the Merger Agreement is not entered into on or prior to December 31, 2007 and the Company and Parties are not actively negotiating a proposal to acquire the Company at such date, may sell no more than 25,000 Party Shares in the open market in any six-month period thereafter or (d) with the prior written consent of each of the Macquarie entities and Goldman (which consent may be withheld in their sole discretion), except may Transfer any of the Party Shares, or execute an Assignment with respect to Party Shares, other than as contemplated in each case for any pledge of Stockholder Shares under any pledge agreement existing at the date hereof clauses (which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence of this Section 1(ca), (b) and in furtherance (c) (each of this Agreementthe foregoing clauses (a) through (d), each Executing Stockholder hereby authorizes and shall promptly request, and a “ Permitted Transfer “). Each Shareholder Party shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify instruct the Company’s transfer agent that there is a stop transfer order to place appropriate restrictive legends with respect to all of such Shareholder Party’s Party Shares in order to reflect the Stockholder Shares of such Stockholder (transfer limitations and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). For purposes of this Agreement, “Transfer” means with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such a sale, assignment, transfer, constructive sale or other disposition of such security or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Notwithstanding anything to the contrary provisions contained in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or a portion of their Stockholder Shares (the “Transferred Shares”) to any Person; provided, however, that prior to such Transfer, the Transferring Stockholder shall have first validly tendered the Shares to be Transferred into the Offer and any such Transferee shall have delivered an executed counterpart of this Agreement to the Parent contemporaneously with such Transfer and shall have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers by all of the Transferring Stockholder shall not, in the aggregate, result in more than four transferees holding any Transferred Shares, (B) the aggregate number of Transferred Shares does not exceed 30,000,000 and (C) any such Transfer shall not relieve the Transferor of its obligations hereunder if such Transferee does not perform such obligations. The Executing Stockholder may request of the Parent the ability to make a Transfer of Stockholder Shares other than pursuant to the prior sentence. Any such alternative Transfer shall be subject to the prior written consent of the Parent, which consent shall not be unreasonably withheld, with respect to sub-clauses (A) and (B) but otherwise such consent shall be in Parent’s sole discretion.

Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, no Executing Stockholder shall, or permit any Affiliated Stockholder toshall not, directly or indirectly indirectly: (i) Transfer sell, transfer (including by operation of lawLaw), which shall include through a merger) give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the Transfer sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Stockholder Covered Shares (or any right, title or interest thereto or therein) (each, a “Transfer”), ; (ii) deposit any Stockholder Covered Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Covered Shares, ; (iii) otherwise permit any Liens to be created on any Covered Shares; (iv) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect, respect or have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of its his obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement, ; or (ivv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i)clauses, (ii) or (iii) in each case of this Section 1(c), except other than (A) in each case respect of the Merger, (B) in connection with bona fide estate planning purposes for the benefit of Stockholder’s affiliates or beneficiaries, or (C) upon the death of Stockholder. Notwithstanding the foregoing, Stockholder may Transfer any pledge or all of Stockholder the Covered Shares under any pledge agreement existing at the date hereof (which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence distribution provisions of this Section 1(c), and in furtherance Stockholder’s Declaration of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Stockholder Shares of such Stockholder (and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). For purposes of this Agreement, “Transfer” means with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such a sale, assignment, transfer, constructive sale or other disposition of such security or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. Notwithstanding anything to the contrary in this Agreement, any Stockholder (but not a Transferee from such Stockholder) may Transfer all or a portion of their Stockholder Shares (the “Transferred Shares”) to any PersonTrust; provided, however, that prior to and as a condition to the effectiveness of such Transfer, the Transferring Stockholder each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have first validly tendered the Shares executed and delivered to be Transferred into the Offer and any such Transferee shall have delivered an executed SJW a counterpart of to this Agreement pursuant to the Parent contemporaneously with which such Transfer and Person shall have agreed to not withdraw the Transferred Shares; and provided further, however, that (A) Transfers be bound by all of the Transferring terms and provisions of this Agreement. Notwithstanding the foregoing, Stockholder shall may Transfer any or all of the Covered Shares that are held by the Stockholder in his individual capacity (and not, in for the aggregateavoidance of doubt, result in more than four transferees holding any Transferred Shares, (B) Covered Shares held by the aggregate number of Transferred Shares does not exceed 30,000,000 and (C) any such Transfer shall not relieve the Transferor of its obligations hereunder if such Transferee does not perform such obligations. The Executing Stockholder may request as trustee of the Parent Nonexempt Trust created under the ability ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. Revocable Trust dated March 24, 1982 or the Exempt Trust created under the ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. Revocable Trust dated March 24, 1982) (i) to make a Transfer any member of the immediate family of Stockholder Shares other than or to a trust for the benefit of Stockholder or any member of his immediate family or (ii) SJW pursuant to the terms of Stockholder’s restricted stock awards from SJW that provide for forfeiture of such Covered Shares; provided, however, prior sentenceto and as a condition to the effectiveness of such Transfer pursuant to clause (i), each Person to which any of such Covered Shares or any interest in any of such Covered Shares is transferred shall have executed and delivered to CTWS a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement. Any such alternative Transfer or attempted Transfer of any Covered Shares in violation of this Section 1(c) shall be subject to the prior written consent null and void and of the Parent, which consent shall not be unreasonably withheld, with respect to sub-clauses (A) and (B) but otherwise such consent shall be in Parent’s sole discretionno effect.