Common use of Restrictions on Transfers and Inconsistent Agreements Clause in Contracts

Restrictions on Transfers and Inconsistent Agreements. Except as provided hereunder, each Shareholder hereby agrees that, from the date hereof until the Expiration Date, such Shareholder shall not, directly or indirectly: (a) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, tender, exchange, pledge, encumbrance, hypothecation or other similar disposition of (collectively, “Transfer”), any of his or her Subject Shares; (b) deposit any of his or her Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; or (c) agree (whether or not in writing) to take any of the actions referred to in clause (a) or (b) of this Section 1.3.