Common use of Further Agreements of Shareholder Clause in Contracts

Further Agreements of Shareholder. (a) The Shareholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of Shares, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any Shares (collectively, a "Transfer"), except for (x) gifts that represent less than 2% of such Shareholder's holdings of Company Common Stock, and (y) gifts that are made consistent in amounts and terms with past practices and as previously disclosed to Acquiror (in each case (x) and (y), that are made after the Merger has been duly approved by the requisite vote of the shareholders of the Company), or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person with respect to, or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares, any additional shares of Company Common Stock and options to purchase shares of Company Common Stock acquired beneficially or of record by the Shareholder after the date hereof, or any interest therein.