Common use of No Disposition Clause in Contracts

No Disposition. Stockholder hereby covenants and agrees that between the date hereof and the termination of this Agreement pursuant to Section 6, except as contemplated by this Agreement and the Merger Agreement, Stockholder shall not (a) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Parent, (b) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (c) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares, (d) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (e) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3 shall be null and void. This Section 3 shall not prohibit a Transfer of the Covered Shares by Stockholder (i) 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, (ii) upon the death of Stockholder, (iii) pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof or (iv) upon the vesting of any Company Compensatory Award but only to the extent of such Stockholder’s income or other tax liability with respect to such Company Compensatory Award; provided, that, with the exception of 3(a)(iii) and 3(a) (iv) hereof, a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

No Disposition. Stockholder hereby covenants and agrees that between the date hereof and the termination of this Agreement pursuant to Section 610(f), except as contemplated by this Agreement and the Merger Agreement, Stockholder shall not (ai) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Stockholder’s Shares or any voting, economic or other interest therein without the prior written consent of ParentPurchaser, (bii) enter into any contract, option or other agreement agreement, arrangement or understanding with respect to any Transfer of any or all Covered of Stockholder’s Shares or any voting, economic or other interest therein, (ciii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Stockholder’s Shares, (div) deposit any or all of the Covered Stockholder’s Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of Stockholder’s Shares, (v) enter into any derivative, hedging, swap or similar agreement with respect to any Common Stock or other securities of the Covered Shares Company, or (evi) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Any attempted Transfer of Covered Stockholder’s Shares or any interest therein in violation of this Section 3 4 shall be null and void. This Section 3 shall not prohibit a Transfer of Stockholder hereby agrees that, in order to ensure compliance with the Covered Shares by restrictions referred to herein, Stockholder (i) hereby authorizes and requests the Company to any member issue appropriate stop transfer instructions to its transfer agent in respect of Stockholder’s immediate family, or to a trust for the benefit Shares and its affiliates’ shares of Stockholder or any member of Stockholder’s immediate family, (ii) upon the death of Stockholder, (iii) pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof or (iv) upon the vesting of any Company Compensatory Award but only to the extent of such Stockholder’s income or other tax liability with respect to such Company Compensatory Award; provided, that, with the exception of 3(a)(iii) and 3(a) (iv) hereof, a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this AgreementCommon Stock.

No Disposition. The Stockholder hereby covenants and agrees that between the date hereof and the termination of this Agreement pursuant to Section 6that, except as contemplated by this Agreement and the Merger Agreement, during the period from the date hereof through the first anniversary of the Effective Time, the Stockholder shall not (ai) offer to Transfer, Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Parentthe Special Committee of the Board, (bii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest thereintherein without the prior written consent of the Special Committee of the Board, (ciii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares, (div) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (ev) take any other action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreementhereunder. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3 4(a) shall be null and void. This Nothing in this Section 3 4(a) shall not prohibit a Transfer of the Stockholder’s Covered Shares by the Stockholder (i) to any member of Stockholder’s immediate family, an affiliated corporation under common control with the Stockholder or to a trust for wholly owned subsidiary of the benefit of Stockholder or any member of Stockholder’s immediate family, (ii) upon the death of Stockholder, (iii) pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect prior to the date hereof or (iv) upon the vesting of any Company Compensatory Award but only to the extent of such Stockholder’s income or other tax liability with respect to such Company Compensatory Award; provided, thathowever, with the exception of 3(a)(iii) and 3(a) (iv) hereof, a that any Transfer referred to in this sentence Section 4(a) shall be permitted only if, as a precondition to such Transfer, if the transferee agrees in a writing, reasonably satisfactory in form and substance to Parentthe Special Committee of the Board, to be bound by all of the terms of this Agreement. Notwithstanding the foregoing limitations, the Stockholder will be permitted at any time and from time to time to Transfer the Stockholder’s Covered Shares pursuant to a bona fide sale into the public market in compliance with applicable securities laws.