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, Shareholder shall not, without the prior written consent of Xenith, 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 Shareholder’s Shares relating to the matters set forth in Section 1.01 (other than a proxy granted to any directors or officers of HRB to vote in favor of the approval of the Merger Agreement, the Plan of Merger, and the other proposals set forth in the Joint Proxy Statement), (ii) revoke the proxy granted pursuant to Section 1.02 except upon termination of this Agreement or (iii) Transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect Transfer, encumbrance or other disposition of, any Shares, prior to the termination of this Agreement. As used herein, the term “Transfer” shall mean, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the gift or other disposition of such security (excluding Transfers (i) by testamentary or intestate succession or otherwise by operation of law or (ii) for estate planning purposes to an affiliate or immediate family member who agrees to be bound by the restrictions set forth in this Agreement) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof; provided, that Shareholder shall not be prohibited from disposing of or surrendering Shares in connection with the vesting, settlement or exercise of HRB Equity Awards for the payment of taxes thereon or, in the case of HRB Stock Options, the exercise price.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, such Shareholder shall not, without the prior written consent of XenithBuyer, 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 Shareholder’s Shares relating to the matters set forth in Section 1.01 (other than a proxy granted to any directors beneficially owned by such Shareholder or officers of HRB to vote in favor of the approval of the Merger Agreement, the Plan of Merger, and the other proposals set forth in the Joint Proxy Statement), (ii) revoke the proxy granted pursuant to Section 1.02 except upon termination of this Agreement or (iii) Transferacquire, 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 Transferacquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares, prior to such Shares during the termination term of this Agreement. As used hereinNotwithstanding the preceding sentence, (i) the Shareholders may at any time tender in the Offer a number of Shares not to exceed 1,000,000 Shares in the aggregate and (ii) in the event that immediately prior to such time as the Offer is scheduled to expire (after giving effect to any extensions of the Offer), all conditions to the Offer other than the Minimum Condition shall have been satisfied or, to the extent permitted under applicable law, waived, unless Parent shall have agreed to waive the Minimum Condition, then, in addition to any Shares tendered by the Shareholders in reliance on clause (i) of this sentence, (A) if so requested by Parent, the term “Transfer” Shareholders shall meanand (B) the Shareholders, at their option, may tender in the Offer such number of Shares as, when added to that number of other Shares which shall then have been validly tendered in the Offer and not withdrawn, would equal 50.1% of Shares outstanding, but in the case of clause (A) not more than 1,000,000 Shares in the aggregate regardless of whether any other Shares shall theretofore have been tendered by any Shareholder pursuant to clause (i) of this sentence, and in the case of clause (B) up to an aggregate maximum, including any Shares previously tendered by the Shareholders pursuant to clause (i) or clause (ii) (A) of this sentence, of 3,200,000 Shares. In no event shall the Shareholders tender in the Offer any Shares in excess of 3,200,000 Shares. Parent shall (i) use its reasonable best efforts to cause any depositary or agent effecting the Offer to provide one representative of the Shareholders designated by the Shareholders current information regarding the status of the Offer and the number of Shares tendered and not validly withdrawn and (ii) coordinate with any such depositary or agent, in each case so as to afford to the Shareholders the right to tender Shares in the Offer as permitted pursuant to this Section 4.01 on a timely basis. 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 such Shareholder shall be approached or 4 solicited, directly or indirectly, by any Person with respect to any security, of the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the gift or other disposition of such security (excluding Transfers (i) by testamentary or intestate succession or otherwise by operation of law or (ii) for estate planning purposes to an affiliate or immediate family member who agrees to be bound by the restrictions set forth in this Agreement) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof; provided, that Shareholder shall not be prohibited from disposing of or surrendering Shares in connection with the vesting, settlement or exercise of HRB Equity Awards for the payment of taxes thereon or, in the case of HRB Stock Options, the exercise priceforegoing.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, Shareholder shall not, without the prior written consent of XenithHRB, 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 Shareholder’s Shares relating to the matters set forth in Section 1.01 (other than a proxy granted to any directors or officers of HRB Xenith to vote in favor of the approval of the Merger Agreement, the Plan of Merger, and the other proposals set forth in the Joint Proxy Statement), (ii) revoke the proxy granted pursuant to Section 1.02 except upon termination of this Agreement or (iii) Transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect Transfer, encumbrance or other disposition of, any Shares, prior to the termination of this Agreement. As used herein, the term “Transfer” shall mean, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the gift or other disposition of such security (excluding Transfers (i) by testamentary or intestate succession or otherwise by operation of law or (ii) for estate planning purposes to an affiliate or immediate family member who agrees to be bound by the restrictions set forth in this Agreement) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof; provided, that Shareholder shall not be prohibited from disposing of or surrendering Shares in connection with the vesting, settlement or exercise of HRB Xenith Equity Awards for the payment of taxes thereon or, in the case of HRB Xenith Stock Options, the exercise price.

No Proxies for or Encumbrances on Shares. Except with respect to shares of capital stock or voting securities of the Company issued to or otherwise acquired by the Stockholder after the Effective Date and prior to the termination of this Agreement (“Newly Acquired Shares”) or as otherwise contemplated pursuant to the terms of this AgreementSection 1.01, Shareholder Stockholder shall not, without the prior written consent of Xeniththe Company, 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 Shareholder’s the Shares relating to the matters set forth in Section 1.01 (other than a proxy granted to any directors or officers of HRB to vote in favor of the approval of the Merger Agreement, the Plan of Merger, and the other proposals set forth in the Joint Proxy Statement), (ii) revoke the proxy granted pursuant to Section 1.02 except upon termination of this Agreement or (iii) Transfersell, assign, transfer, encumber or otherwise dispose ofof (“Transfer”), directly or indirectly, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect Transfer, encumbrance or other disposition Transfer of, any Shares, prior to of the termination Shares during the term of this Agreement. As used hereinExcept with respect Newly Acquired Shares, Stockholder shall not seek or solicit any such Transfer or any such contract, option or other arrangement or understanding and agrees to notify the term “Transfer” Company promptly (and in any event, within one (1) Business Day), and to provide all details reasonably requested by the Company, if Stockholder shall meanbe approached or solicited, directly or indirectly, by any Person with respect to any securityof the foregoing. Notwithstanding the foregoing, Stockholder may make Transfers of (a) the Shares to stockholders, corporations, partnerships or other investment or business entities that are direct or indirect assignment, sale, transfer, tender, pledge, hypothecationaffiliates (within the meaning set forth in Rule 405 under the Securities Act), or the gift partners (general or limited) of such Stockholder, as applicable, or to another corporation, partnership or other disposition of investment or business entity that controls, is controlled by or is under common control with Stockholder; provided that in each such security (excluding Transfers (i) case, the Shares shall continue to be bound by testamentary or intestate succession or otherwise by operation of law or (ii) for estate planning purposes to an affiliate or immediate family member who this Agreement and provided that each transferee agrees in writing to be bound by the restrictions set forth in terms and conditions of this Agreement) or any right, title or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), Agreement and either Stockholder or the record or beneficial ownership thereof; provided, that Shareholder shall not be prohibited from disposing transferee provides the Company with a copy of or surrendering Shares in connection with the vesting, settlement or exercise such agreement as soon as reasonably practicable following consummation of HRB Equity Awards for the payment of taxes thereon or, in the case of HRB Stock Options, the exercise priceany such Transfer and (b) Newly Acquired Shares.