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 Stockholder Agreement, Stockholder shall not, without 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 Stockholder Agreement other than pursuant to the Merger or the Transaction Documents. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance of other disposition or any such contract, option or other arrangement or understanding and agrees to notify Parent promptly, and to provide all details required by Parent, 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 Stockholder Agreement, such Stockholder shall not, without the prior written consent of ParentAcquiror, 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 (other than the Xxxxxxx Voting Agreement or the Price Voting Agreement, as the case may be) 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 Stockholder Agreement other than pursuant to the Merger or the Transaction DocumentsAgreement. Such Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance of or other disposition or any such contract, option or other arrangement or understanding and agrees agree to notify Parent Acquiror promptly, and to provide all details required requested by ParentAcquiror, 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 Stockholder Agreement, Stockholder shall not, without the prior written consent of ParentBuyer, 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 shares of Common Stock during the term of this Agreement; provided, however, that Stockholder Agreement other than pursuant may sell such number of Shares as may be necessary to the Merger or the Transaction Documentssatisfy tax liabilities of such Stockholder. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance of or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Parent Buyer promptly, and to provide all details required requested by ParentBuyer, 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 Stockholder Agreement, such 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 contemplated by this Agreement or in Section 1.1 of a manner inconsistent with 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 Stockholder Agreement other than pursuant to the Merger or the Transaction DocumentsOffer. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance of or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Parent promptly, and to provide all details required requested by Parent, 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. (a) Except pursuant to the terms of this Stockholder Agreement, no Stockholder shall notshall, 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 Stockholder Agreement other than pursuant to Agreement, except for Permitted Transfers. Except with the Merger or the Transaction Documents. prior written consent of Parent, no Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance of or other disposition or any such contract, option or other arrangement or understanding understanding, except for Permitted Transfers, and agrees to notify Parent promptly, and to provide all details required requested by Parent, 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 Stockholder Agreement, such Stockholder shall not, without the prior written consent of ParentAcquiror, 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 (other than the Farbman Voting Agreement or the Price Voting Agreement, as the case may xx) xx (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 Stockholder Agreement other than pursuant to the Merger or the Transaction DocumentsAgreement. Such Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance of or other disposition or any such contract, option or other arrangement or understanding and agrees agree to notify Parent Acquiror promptly, and to provide all details required requested by ParentAcquiror, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.