Common use of Restrictions on Transfer and Conversion Clause in Contracts

Restrictions on Transfer and Conversion. (a) Until the close of business on the date of the Special Meeting, the Stockholder will not (i) sell, assign, transfer, pledge or otherwise dispose of any of its Shares, (ii) deposit its Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy with respect thereto, or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any EVT Common Stock. (b) If, at the time the Merger Agreement is submitted for approval to the stockholders of EVT, the Stockholder is an "affiliate" of EVT for purposes of Rule 145 under the Securities Act of 1933, as amended, or for purposes of qualifying the Merger for pooling of interests accounting treatment under Accounting Principles Board Opinion No. 16 and applicable Securities and Exchange Commission ("SEC") rules and regulations, the Stockholder shall deliver to Guidant on or prior to the Closing Date (as defined in the Merger Agreement) a written agreement substantially in the form attached as Exhibit A to the Merger Agreement. (c) The Stockholder agrees to tender to Ski, within 10 business days after the date hereof (or, in the event the Shares are acquired subsequent to the date hereof within 10 business days after the date of such acquisition), any and all certificates representing the Shares in order that Ski may inscribe upon such certificates the legend in accordance with Section 5.14 of the Merger Agreement, if such legend is required by law to be placed upon such certificates.