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, the Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxy or power of attorney, deposit any Shares into any voting trust or enter into any other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, distribute, 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, tender, pledge, distribution, encumbrance or other disposition of, any Shares. The Stockholder shall not, in the Stockholder's capacity as a stockholder, directly or indirectly, seek, solicit, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance) or take any other action to facilitate knowingly any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding or any Acquisition Proposal, or authorize or permit any of the Stockholder's agents to do any of the foregoing, and the Stockholder agrees promptly to notify Parent orally (in all events within one (1) business day) and in writing (as soon thereafter as practicable) of the material terms and status of any inquiry or proposal which the Stockholder or any of its agents may receive from any Person after the Commencement Date relating to any of such matters and, if such inquiry or proposal is in writing, the Stockholder shall deliver to Parent a copy of such inquiry or proposal promptly. The Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the foregoing. The Stockholder shall not take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, the Stockholder Shareholder shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxy or power of attorney, deposit any Shares into any voting trust or enter into any other agreement or arrangement with respect to the voting of any Shares or (ii) acquireacquire (other than upon the exercise out outstanding options to purchase Company Common Stock), sell, assign, transfer, distribute, 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, tender, pledge, distribution, encumbrance or other disposition of, any Shares. The Stockholder Shareholder shall not, solely in the Stockholder's Shareholder’s capacity as a stockholderShareholder, directly or indirectly, seek, (i) solicit, initiateinitiate or encourage an Acquisition Proposal, solicit (ii) furnish or knowingly encourage (including by way of furnishing disclose to any Third Party non-public information or assistance) or take any other action to facilitate knowingly any inquiries or of the making of any proposal that constitutes, or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person Company with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding or any to an Acquisition Proposal, (iii) negotiate or authorize engage in substantive discussions on behalf of the Company with any Third Party with respect to an Acquisition Proposal or (iv) enter into any agreement (whether or not binding) or agreement in principle on behalf of the Company with respect to an Acquisition Proposal or permit any of the Stockholder's Shareholder’s agents to do any of the foregoing, and the Stockholder Shareholder agrees promptly to notify Parent orally (in all events within one two (12) business dayBusiness Days) and in writing (as soon thereafter as practicable) of the material terms and status of any inquiry or proposal which the Stockholder Shareholder or any of its agents may receive from any Person after the Commencement Date date hereof relating to any of such matters and, if such inquiry or proposal is in writing, the Stockholder Shareholder shall deliver to Parent a copy of such inquiry or proposal promptly. The Stockholder Shareholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the foregoing. The Stockholder Shareholder shall not take any action that would make any representation or warranty of the Stockholder Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder Shareholder from performing the Stockholder's Shareholder’s obligations under this Agreement.

No Proxies for or Encumbrances on Shares. Except From the date hereof until December 15, 2020, except pursuant to the terms of this Agreement, the Stockholder shall not, directly or indirectly, without the prior written consent of Parent, directly or indirectlythe Investor, (ia) grant or permit the grant of any proxy or proxy, power of attorney, deposit any Shares attorney or other authorization or enter into any voting trust or enter into any other agreement or arrangement with respect to the voting of any Shares or Subject Shares, (iib) acquire, sell, assign, transfer, distributeencumber, encumber gift, pledge, hypothecate or otherwise dispose of, or consent to, permit or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, tenderencumbrance, gift, pledge, distribution, encumbrance hypothecation or other disposition of, any Subject Shares. The Stockholder shall not, in the Stockholder's capacity as a stockholderor any interest therein, directly or indirectly, seek, solicit, initiate, solicit create or knowingly encourage permit to exist any Lien on any such Subject Shares or (including by way of furnishing non-public information c) take or assistance) or take permit any other action to facilitate knowingly that would in any inquiries way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the making of any proposal that constitutes, transactions contemplated hereby or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding or any Acquisition Proposal, or authorize or permit any of the Stockholder's agents to do any of the foregoing, and the Stockholder agrees promptly to notify Parent orally (in all events within one (1) business day) and in writing (as soon thereafter as practicable) of the material terms and status of any inquiry or proposal which the Stockholder or any of its agents may receive from any Person after the Commencement Date relating to any of such matters and, if such inquiry or proposal is in writing, the Stockholder shall deliver to Parent a copy of such inquiry or proposal promptly. The Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the foregoing. The Stockholder shall not take any action that would make any representation or warranty of the such Stockholder contained herein untrue or incorrect incorrect; provided however, that from and after October 31, 2020, Stockholder may sell, assign, transfer, encumber, gift, pledge, hypothecate or have otherwise dispose of up to an aggregate of twenty percent (20%) of the effect Subject Shares in one or more public or private transactions (provided further that, solely in the event (x) of preventing a private transaction and (y) if the record date with respect to the meeting of stockholders at which the Company Stockholder Approval is being sought is on or disabling before October 31, 2020, the Stockholder from performing shall vote the Stockholder's obligations under Subject Shares in accordance with Article 1 whether or not a portion of such Subject Shares have been transferred after October 31, 2020). Any attempted transfer of Subject Shares, or any interest therein, in violation of this Section 4.01 shall be null and void. In furtherance of this Agreement, Stockholder shall and hereby does authorize the Company and Investor’s counsel to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of Stockholder’s Subject Shares (and that this Agreement places limits on the voting and transfer of Stockholder’s Subject Shares); provided, however, that any such stop transfer restriction shall terminate automatically, without any notice or other action by any Person, upon the termination of this Agreement in accordance with Section 6.03; provided further, that notwithstanding the foregoing, Stockholder shall be permitted to sell, assign or transfer any Shares so long as the transferee of such Shares received from Stockholder in connection with this Section 4.01 (the “Transferred Shares”) agrees in writing (i) to assume all of Stockholder’s obligations hereunder in respect of such Transferred Shares, (ii) to be bound by the terms of this Agreement with respect to such Transferred Shares to the same extent as Stockholder is bound hereunder and (iii) to make each of the representations and warranties of Stockholder hereunder in respect of such Transferred Shares.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, the Stockholder such Shareholder shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxy proxies or power of attorney, deposit any Shares enter into any voting trust or enter into any other agreement or arrangement with respect to the voting of any of such Shareholder’s Shares or (ii) acquire, sell, assign, transfer, distribute, 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, tender, pledge, distribution, encumbrance or other disposition of, any SharesShares during the term of this Agreement. The Stockholder Such Shareholder shall not, in the Stockholder's capacity as a stockholder, directly not seek or indirectly, seek, solicit, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance) or take any other action to facilitate knowingly any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Parent promptly, and to provide all details requested by Parent, if such Shareholder shall be approached or solicited, directly or indirectly, by any Acquisition Proposal, or authorize or permit any of the Stockholder's agents Person with respect to do any of the foregoing, and . In the Stockholder agrees promptly event that pursuant to notify Parent orally (in all events within one (1) business day) and in writing (as soon thereafter as practicableSection 7.03(b)(i) of the material Merger Agreement the Board of Directors of the Bank engages in negotiations or discussions with a Third Party that has made a bona fide unsolicited Acquisition Proposal that the Board of Directors of the Bank reasonably believes will lead to a Superior Proposal, subject to compliance by the Bank with the terms of the Merger Agreement, including without limitation Section 7.03 thereof, and status subject to compliance by such Shareholder with the terms of any inquiry this Agreement, nothing in the immediately preceding sentence shall prohibit such Shareholder from engaging in negotiations or proposal which discussions with such Third Party regarding such Shareholder entering into (concurrently with or subsequent to the Stockholder termination of the Merger Agreement pursuant to Section 11.01(d)(i) thereof) (i) a voting agreement, (ii) an agreement with respect to granting a proxy or any of its agents may receive from any Person after the Commencement Date relating to any of such matters and, if such inquiry or proposal is in writing, the Stockholder shall deliver to Parent a copy of such inquiry or proposal promptly. The Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore (iii) an agreement with respect to the foregoing. The Stockholder shall not take any action that would make any representation or warranty sale of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreementsuch Shareholder’s Shares, in each case with respect to such Acquisition Proposal.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this AgreementAgreement and the Exchange and Option Agreement dated as of the date hereof among the Stockholders, the LVMH and Acquisition Sub, such Stockholder shall not, without the prior written consent of ParentLVMH, directly or indirectly, (i) grant any proxy proxies or power of attorney, deposit any Shares enter into any voting trust or enter into any other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, distribute, 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, tender, pledge, distribution, encumbrance or other disposition of, any SharesShares or any interest therein during the term of this Agreement, provided that nothing herein shall prohibit the Stockholders from transferring shares to the Xxxxx-Xxxxx Foundation, to other Stockholders or to trusts for the benefit of the Stockholders or any present or former spouse, ancestor or descendent or sibling of any Stockholder or any trust or other similar entity established for the benefit of such individuals or their descendants ("RELATED PARTIES"), provided that each of the Xxxxx-Xxxxx Foundation and/or the Related Parties, as applicable, enters into an agreement substantively similar to this Agreement. The Each Stockholder shall not, in the Stockholder's capacity as a stockholder, directly not seek or indirectly, seek, solicit, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance) or take any other action to facilitate knowingly any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify LVMH promptly, and to provide all details requested by LVMH, if such Stockholder shall be approached or solicited, directly or indirectly, by any Acquisition Proposal, or authorize or permit any of the Stockholder's agents Person with respect to do any of the foregoing; PROVIDED that the foregoing shall not obligate DK or SW to take any such action nor prevent DK or SW from taking any such actions if DK or SW, and as the Stockholder agrees promptly case may be, determines in good faith after consultation with independent legal counsel that taking such action or failing to notify Parent orally (in all events within one (1) business day) and in writing (so act would reasonably be expected to constitute a breach of his or her fiduciary duty as soon thereafter as practicable) a director or officer of the material terms and status of any inquiry or proposal which the Stockholder or any of its agents may receive from any Person after the Commencement Date relating to any of such matters and, if such inquiry or proposal is in writing, the Stockholder shall deliver to Parent a copy of such inquiry or proposal promptly. The Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the foregoing. The Stockholder shall not take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this AgreementCompany.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this AgreementAgreement and the Exchange and Option Agreement dated as of the date hereof among the Stockholders, the LVMH and Acquisition Sub, such Stockholder shall not, without the prior written consent of ParentLVMH, directly or indirectly, (i) grant any proxy proxies or power of attorney, deposit any Shares enter into any voting trust or enter into any other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, distribute, 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, tender, pledge, distribution, encumbrance or other disposition of, any SharesShares or any interest therein during the term of this Agreement, provided that nothing herein shall prohibit the Stockholders from transferring shares to the Xxxxx-Xxxxx Foundation, to other Stockholders or to trusts for the benefit of the Stockholders or any present or former spouse, ancestor or descendent or sibling of any Stockholder or any trust or other similar entity established for the benefit of such individuals or their descendants ("RELATED PARTIES"), provided that each of the Xxxxx-Xxxxx Foundation and/or the Related Parties, as applicable, enters into an agreement substantively similar to this Agreement. The Each Stockholder shall not, in the Stockholder's capacity as a stockholder, directly not seek or indirectly, seek, solicit, initiate, solicit or knowingly encourage (including by way of furnishing non-public information or assistance) or take any other action to facilitate knowingly any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, or enter into or maintain or continue discussions or negotiate with any Person with respect to, or endorse, any such acquisition or sale, assignment, transfer, tender, pledge, distribution, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify LVMH promptly, and to provide all details requested by LVMH, if such Stockholder shall be approached or solicited, directly or indirectly, by any Acquisition Proposal, or authorize or permit any of the Stockholder's agents Person with respect to do any of the foregoing; provided that the foregoing shall not obligate DK or SW to take any such action nor prevent DK or SW from taking any such actions if DK or SW, and as the Stockholder agrees promptly case may be, determines in good faith after consultation with independent legal counsel that taking such action or failing to notify Parent orally (in all events within one (1) business day) and in writing (so act would reasonably be expected to constitute a breach of his or her fiduciary duty as soon thereafter as practicable) a director or officer of the material terms and status of any inquiry or proposal which the Stockholder or any of its agents may receive from any Person after the Commencement Date relating to any of such matters and, if such inquiry or proposal is in writing, the Stockholder shall deliver to Parent a copy of such inquiry or proposal promptly. The Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to the foregoing. The Stockholder shall not take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this AgreementCompany.