No Disposition or Solicitation. (a) Except as set forth in Section 5 of this Agreement, the Voting Shareholder undertakes that the Voting Shareholder shall not (i) Transfer or agree to Transfer any Subject Shares or (ii) grant or agree to grant any proxy or power-of-attorney with respect to any Subject Shares.
No Disposition or Solicitation. (a) Each Shareholder agrees that from and after the date hereof, except as contemplated by this Agreement, such Shareholder will not (as a Shareholder, trustee or custodian) Transfer or agree to Transfer any of such Shareholder’s Owned Shares or any options or warrants or other rights held or owned by such Shareholder to acquire Company Common Stock (other than any transfer of an option or warrant to the Company in connection with the exercise of such option or warrant by such Shareholder) without Parent’s prior written consent (which consent shall not be unreasonably withheld or delayed in the context of a Transfer to any member of the immediate family of such Shareholder or to any trust the Beneficial Ownership of which is held by such Shareholder, provided in each case that such transferee agrees, in a form satisfactory to Parent, to be bound by the terms of this Agreement), or grant any proxy or power-of-attorney with respect to any such Company Common Stock other than pursuant to this Agreement.
No Disposition or Solicitation. (a) The Stockholder Party agrees that from and after the date hereof, except as contemplated by this Agreement, such party will not Transfer or agree to Transfer any of the Shares other than with Nortel Networks' prior written consent, or grant any proxy or power-of-attorney with respect to the Shares other than pursuant to this Agreement; provided, that nothing in this Agreement shall prohibit the Stockholder Party from (a) exercising any option to purchase shares of Common Stock, or (b) effecting any Transfer of Shares (i) by will or applicable laws of descent and distribution or (ii) to any member of the immediate family of the Stockholder Party, or any trust, limited partnership or other similar entity the Beneficial Ownership of which is held by the Stockholder Party or such family members (each a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance reasonably satisfactory to Nortel Networks, to be bound by the terms of this Agreement to the same extent as the Stockholder Party is bound.
No Disposition or Solicitation. (a) C undertakes that, except as contemplated by this Agreement or the Merger Agreement, C and its Affiliates shall not (i) Transfer or agree to Transfer any Owned Shares or (ii) grant or agree to grant any proxy or power-of-attorney with respect to any Owned Shares.
No Disposition or Solicitation. (a) Each Stockholder Party agrees that from and after the date hereof, except as contemplated by this Agreement, such Stockholder Party will not (as a stockholder, trustee or custodian) Transfer or agree to Transfer any Company Common Stock Beneficially Owned by such Stockholder Party or over which such Stockholder Party has voting and dispositive power other than with the Parent’s prior written consent (which consent shall not be unreasonably withheld or delayed in the context of a Transfer to any member of the immediate family of such Stockholder Party or to any trust the Beneficial Ownership of which is held by such Stockholder Party, provided in each case that such transferee agrees, in a form satisfactory to the Parent, to be bound by the terms of this Agreement), or grant any proxy or power-of-attorney with respect to any such Company Common Stock other than pursuant to this Agreement. Notwithstanding the foregoing, each Stockholder Party may Transfer any Company Common Stock Beneficially Owned by such Stockholder Party or over which such Stockholder Party has voting and dispositive power pursuant to the existing terms and conditions of such Stockholder Party’s stock trading plan established prior to December 1, 2002 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
No Disposition or Solicitation. (a) Each Stockholder Party agrees that from and after the date hereof through the record date with respect to the Company Meeting (as defined below), except as contemplated by this Agreement, such Stockholder Party will not Transfer or agree to Transfer any Common Stock Beneficially Owned by such Stockholder Party other than with Parent's prior written consent, or grant any proxy or power-of-attorney with respect to any such Common Stock other than pursuant to this Agreement; provided, however, that any Transfer after the record date with respect to the Company Meeting shall not include a proxy or other ability of the transferee to vote such shares.
No Disposition or Solicitation. (a) Each Stockholder Party agrees that from and after the date hereof, except as contemplated by this Agreement, such Stockholder Party will not Transfer or agree to Transfer any Company Common Stock Beneficially Owned by such Stockholder Party other than with the Parent's prior written consent (which consent shall not be unreasonably withheld or delayed in the context of a Transfer to any member of the immediate family of such Stockholder Party or to any trust the Beneficial Ownership of which is held by such Stockholder Party, provided in each case that such transferee agree, in a form satisfactory to the Parent, to be bound by the terms of this Agreement), or grant any proxy or power-of-attorney with respect to any such Company Common Stock other than pursuant to this Agreement.
No Disposition or Solicitation. (a) During the term of this Agreement, Stockholder agrees that except as contemplated by this Agreement, it will not Transfer or agree to Transfer any Common Stock Beneficially Owned by it other than with Parent's prior written consent, or grant any proxy or power-of-attorney with respect to any such Common Stock other than pursuant to this Agreement.
No Disposition or Solicitation. (a) Except as set forth in Section 5 of this Agreement, Applied Digital undertakes that Applied Digital shall not, except as provided under the Pledge, (i) Transfer or agree to Transfer any Owned Shares or (ii) grant or agree to grant any proxy or power-of- attorney with respect to any Owned Shares. The restrictions in this Section 5 shall remain valid until this Agreement terminates pursuant to Section 9 hereof.
No Disposition or Solicitation. (a) Each Shareholder Party undertakes that, except as contemplated by this Agreement or the Merger Agreement, such Shareholder Party and its Affiliates shall not (i) Transfer or agree to Transfer any Owned Shares or (ii) grant or agree to grant any proxy or power-of-attorney with respect to any Owned Shares.
