Common use of No Proxies for or Encumbrances on Shares Clause in Contracts

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of BuyerParent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer Parent promptly, and to provide all details requested by BuyerParent, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with in respect to of the voting of any Shares in respect of the matters described in Section 1.1 or (ii) acquire, sell, assign, transfer, encumber encumber, or otherwise dispose of, or enter into any contract, option option, or other arrangement or understanding with in respect to of the direct or indirect acquisition or sale, assignment, transfer, encumbrance encumbrance, or other disposition of, any Shares during the term of this Agreement. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance encumbrance, or other disposition or any such contract, option option, or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with in respect to of any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder Shareholder shall not, without the prior written consent of BuyerParent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of the Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer Parent promptly, and to provide all details requested by BuyerParent, if Stockholder Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder and its Affiliates shall not, without the prior written consent of BuyerParent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of the Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any of the Shares during the term of this Agreement. Each of Stockholder and its Affiliates shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer Parent promptly, and to provide all details requested by BuyerParent, if Stockholder or any of its Affiliates shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.. Parent hereby covenants and agrees that:

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder such Shareholder shall not, without the prior written consent of BuyerParent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such Shareholder’s Shares or (ii) acquire, sell, assign, transferTransfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transferTransfer, encumbrance or other disposition of, any Shares during Shares, prior to the term termination of this Agreement. Stockholder Such Shareholder shall not seek or solicit any such acquisition or sale, assignment, transferTransfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer Parent promptly, and to provide all details requested by BuyerParent, if Stockholder such Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.the

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder Shareholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies proxy or power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, pledge, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, pledge, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, pledge, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if Stockholder Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, the Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of the Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any of the Shares during the term of this Agreement. The Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and agrees to notify Buyer promptly, promptly and to provide all details requested by Buyer, Buyer if the Stockholder shall be approached or solicited, directly or indirectly, by any Person person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder such Shareholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares of such Shareholder or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares of such Shareholder during the term of this Agreement. Stockholder Such Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if Stockholder such Shareholder shall be approached or solicited, directly or indirectly, by any Person person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares shares of Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder Shareholder shall not, without the prior written consent of BuyerParent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares shares of Common Stock during the term of this Agreement. Stockholder Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer Parent promptly, and to provide all details requested by BuyerParent, if Stockholder Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except Until the expiry of the Option, except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this AgreementShares. No Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding except as provided herein and each Stockholder agrees to notify Buyer promptly, and to provide all details requested by Buyer, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of BuyerParent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares shares of Common Stock during the term of this Agreement. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer Parent promptly, and to provide all details requested by BuyerParent, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder Shareholder shall not, without the prior written consent of Buyer, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding that would be effected prior to the Closing and agrees to notify Buyer promptly, and to provide all details requested by Buyer, if Stockholder Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder such Shareholder shall not, without the prior written consent of BuyerGuaranty, directly or indirectly, : (ia) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares Shares; or (iib) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer Guaranty promptly, and to provide all details requested by BuyerGuaranty, if Stockholder Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.. 

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this AgreementAgreement or as set forth on the signature page hereto, Stockholder shall not, without the prior written consent of Buyerthe Investor Representative, directly or indirectly, (i) grant any proxies proxy or power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber encumber, pledge or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance encumbrance, pledge or other disposition of, any Shares during the term of this Agreement. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance encumbrance, pledge or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptlyunderstanding, and shall provide prompt notice to provide all details requested by Buyer, the Investor Representative if Stockholder shall be approached or solicited, directly or indirectly, by any Person person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder such Shareholder shall not, without the prior written consent of BuyerGuaranty, directly or indirectly, (ia) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares Shares; or (iib) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer Guaranty promptly, and to provide all details requested by BuyerGuaranty, if Stockholder Shareholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of BuyerParent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer Parent promptly, and to provide all al l details requested by BuyerParent, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of BuyerST, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer ST promptly, and to provide all details requested by BuyerST, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Buyerthe Investor Representative, directly or indirectly, (i) grant any proxies proxy or power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber encumber, pledge or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance encumbrance, pledge or other disposition of, any Shares during the term of this Agreement. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance encumbrance, pledge or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer promptlyunderstanding, and shall provide prompt notice to provide all details requested by Buyer, the Investor Representative if Stockholder shall be approached or solicited, directly or indirectly, by any Person person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. (a) Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of BuyerParent, directly or indirectlyindirectly (except, if Stockholder is an individual, as a result of the death of Stockholder), (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. Stockholder shall not , or seek to do or solicit any such acquisition or saleof the foregoing actions, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Buyer Parent promptly, and to provide all details requested by BuyerParent, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.