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 Parent, 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, except that each Stockholder may assign or transfer up to 50,000 Shares to any charitable organization or estate planning vehicle during the term of this Agreement, provided that any assignee or transferee of such Shares shall agree to be bound by the terms of this Agreement, including without limitation, Section 1.02 hereof or to terms similar but no less restrictive than the terms of this Agreement. Notwithstanding the foregoing, nothing herein shall prohibit Stockholder from directly or indirectly selling any Shares in order to exercise options to acquire capital stock or voting securities of the Company pursuant to a “cashless” stock option exercise program during the period specified in Section 2.05(a) of the Merger Agreement; provided that, at the time of any such sale, no Acquisition Proposal shall have been publicly announced and not withdrawn.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of ParentCellco, 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 (other than the proxy granted pursuant to Section 1.02 of this Agreement), (ii) acquire, sell, assign, transfer, encumber or otherwise dispose ofof , 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 or permit any other Person to take any such action with respect to any Shares during the term of this Agreement, except that each Stockholder may assign Agreement or transfer up to 50,000 Shares (iii) agree to any charitable organization amendment, waiver or estate planning vehicle during termination of the term of this Price Family Voting Agreement or the Xxxxxxx Family Voting Agreement. Such Stockholder shall not seek or solicit any such acquisition or sale, provided that assignment, transfer, encumbrance or other disposition or any assignee such contract, option or transferee of such Shares shall other arrangement or understanding and agree to notify Cellco promptly, and to provide all details requested by Cellco if such Stockholder shall be bound approached or solicited, directly or indirectly, by the terms any Person with respect to any of this Agreement, including without limitation, Section 1.02 hereof or to terms similar but no less restrictive than the terms of this Agreement. Notwithstanding the foregoing, nothing herein shall prohibit Stockholder from directly or indirectly selling any Shares in order to exercise options to acquire capital stock or voting securities of the Company pursuant to a “cashless” stock option exercise program during the period specified in Section 2.05(a) of the Merger Agreement; provided that, at the time of any such sale, no Acquisition Proposal shall have been publicly announced and not withdrawn.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Stockholder Agreement, Stockholder shall not, without the prior written consent of Parentthe 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 Shares with respect to any matter described in Section 1.1 of this Stockholder Agreement 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 AgreementStockholder Agreement other than pursuant to the Merger or the Transaction Documents; provided, except that each Stockholder may assign or transfer up to 50,000 Shares to (A) any charitable organization member of Stockholder’s immediate family or (B) a trust for the principal benefit of Stockholder or any member of Stockholder’s immediate family for estate planning vehicle during the term of this Agreementpurposes; provided, provided further, that any assignee or such permitted transferee of such Shares shall agree in writing to be bound by the terms of this Agreement, including without limitation, Section 1.02 hereof or to terms similar but no less restrictive than the terms of this Agreement. Notwithstanding the foregoing, nothing herein shall prohibit Stockholder from directly or indirectly selling any Shares in order to exercise options to acquire capital stock or voting securities of Agreement as may be reasonably required by the Company pursuant to a “cashless” stock option exercise program during the period specified in Section 2.05(a) of the Merger Agreement; provided that, at the time of before any such transfer takes effect. Stockholder shall not seek or solicit any such sale, no Acquisition Proposal assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify the Company as promptly as reasonably practicable, and to provide all material details as reasonably requested by the Company, if Stockholder shall have been publicly announced and not withdrawnbe approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

No Proxies for or Encumbrances on Shares. (a) Except pursuant to the terms of this Agreement, such Stockholder shall not, without the prior written consent of ParentCellco, 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 (other than the proxy granted pursuant to Section 1.02 of this Agreement), (ii) acquire, sell, assign, transfer, encumber or otherwise dispose ofof , 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 or permit any other Person to take any such action with respect to any Shares during the term of this Agreement, except that each Stockholder may assign Agreement or transfer up to 50,000 Shares (iii) agree to any charitable organization amendment, waiver or estate planning vehicle during termination of the term of this Price Family Voting Agreement or the Xxxxxxx Family Voting Agreement. Such Stockholder shall not seek or solicit any such acquisition or sale, provided that assignment, transfer, encumbrance or other disposition or any assignee such contract, option or transferee of such Shares shall other arrangement or understanding and agree to notify Cellco promptly, and to provide all details requested by Cellco if such Stockholder shall be bound approached or solicited, directly or indirectly, by the terms any Person with respect to any of this Agreement, including without limitation, Section 1.02 hereof or to terms similar but no less restrictive than the terms of this Agreement. Notwithstanding the foregoing, nothing herein shall prohibit Stockholder from directly or indirectly selling any Shares in order to exercise options to acquire capital stock or voting securities of the Company pursuant to a “cashless” stock option exercise program during the period specified in Section 2.05(a) of the Merger Agreement; provided that, at the time of any such sale, no Acquisition Proposal shall have been publicly announced and not withdrawn.

No Proxies for or Encumbrances on Shares. Except pursuant to the terms of this Stockholder Agreement, Stockholder shall not, without the prior written consent of Parent, 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 with respect to any matter described in Section 1.1 of this Stockholder Agreement 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 AgreementStockholder Agreement other than pursuant to the Merger or the Transaction Documents; provided, except that each Stockholder may assign or transfer up to 50,000 Shares to (A) any charitable organization member of Stockholder’s immediate family or (B) a trust for the principal benefit of Stockholder or any member of Stockholder’s immediate family for estate planning vehicle during the term of this Agreementpurposes; provided, provided further, that any assignee or such permitted transferee of such Shares shall agree in writing to be bound by the terms of this Agreement, including without limitation, Section 1.02 hereof Stockholder Agreement as may be reasonably required by Parent before any such transfer takes effect. Stockholder shall not seek or to terms similar but no less restrictive than the terms of this Agreement. Notwithstanding the foregoing, nothing herein shall prohibit Stockholder from directly or indirectly selling any Shares in order to exercise options to acquire capital stock or voting securities of the Company pursuant to a “cashless” stock option exercise program during the period specified in Section 2.05(a) of the Merger Agreement; provided that, at the time of solicit any such sale, no Acquisition Proposal assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Parent as promptly as reasonably practicable, and to provide all material details as reasonably requested by Parent, if Stockholder shall have been publicly announced and not withdrawnbe 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, such Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or powers of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or Covered Shares, (ii) acquire, sellsell (constructively or otherwise), 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 Covered Shares or Warrants or beneficial ownership thereof or therein during the term of this Agreement, except or (iii) knowingly take any action that each Stockholder may assign would make any representation or transfer up to 50,000 Shares to any charitable organization or estate planning vehicle during the term of this Agreement, provided that any assignee or transferee warranty of such Shares shall agree to be bound by Stockholder contained in Section 2.01, 2.02, 2.03, 2.04 or 2.06 hereof untrue or incorrect or have the terms effect of this Agreement, including without limitation, Section 1.02 hereof preventing or to terms similar but no less restrictive than the terms of disabling such Stockholder from performing its obligations under this Agreement. Notwithstanding the foregoing, nothing herein Such Stockholder shall prohibit Stockholder from directly not seek or indirectly selling any Shares in order to exercise options to acquire capital stock or voting securities of the Company pursuant to a “cashless” stock option exercise program during the period specified in Section 2.05(a) of the Merger Agreement; provided that, at the time of solicit any such sale, no Acquisition Proposal assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Parent promptly if such Stockholder shall have been publicly announced be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing and not withdrawnprovide the details of such approach or solicitation to the extent requested by Parent.