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

No Proxies for or Encumbrances on Shares. (a) Except as permitted by terms of this Agreement (including Section 5.01(b)), Shareholder shall not during the term of this Agreement, directly or indirectly, without the prior written consent of Parent and the Company, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares, (ii) other than pursuant to the Pledge and Security Agreement, offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any Shares, or (iii) knowingly take any action that would have the effect of preventing or delaying Shareholder from performing any of its obligations under this Agreement. For the avoidance of doubt, the fact that any Shares are held in a margin account shall not be deemed a violation of this Section 5.01 or Article II so long as Shareholder is able to perform its obligations under this Agreement.

No Proxies for or Encumbrances on Shares. (a) Except as permitted by the terms of this Agreement (including Section 5.01(b))Agreement, Shareholder such Stockholder shall not during the term of this Agreementnot, directly or indirectly, without the prior written consent of Parent the Company (upon the approval of the Special Committee) and the Companyeach other Stockholder, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of such Stockholder’s Shares, (ii) other than pursuant to the Pledge and Security Agreement, offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any such Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any such Shares, or (iii) knowingly take any action action, in each case, that would have the effect of preventing or delaying Shareholder such Stockholder from performing any of its obligations under this Agreement. For the avoidance of doubt, the fact that any Shares are held in a margin account shall not be deemed a violation of this Section 5.01 or Article II so long as Shareholder is able to perform its obligations under this Agreement.

No Proxies for or Encumbrances on Shares. (a) Except as permitted by pursuant to the terms of this Agreement (including Section 5.01(b))or as disclosed on the signature page hereto, Shareholder Stockholder shall not during the term of this Agreement, directly or indirectly, without the prior written consent of Parent and the CompanyParent, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares, (ii) other than pursuant to the Pledge and Security Agreement, offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, of any Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any Shares and (x) has, or would reasonably be expected to have, the effect of reducing or limiting Stockholder’s economic interest in such Shares and/or (y) grants a third party the right to vote or direct the voting of such Shares, or (iii) knowingly take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect or have the effect of preventing preventing, disabling, or delaying Shareholder Stockholder from performing any of its obligations under this Agreement. For the avoidance of doubt, the fact that any Shares are held in a margin account shall not be deemed a violation of this Section 5.01 or Article II so long as Shareholder is able to perform its obligations under this Agreement.

No Proxies for or Encumbrances on Shares. (a) Except as permitted by terms of this Agreement (including Section 5.01(b4.1(b)), such Shareholder shall not during the term of this Agreement, directly or indirectly, without the prior written consent of Parent and the Company, (i) grant any proxies proxy or enter power of attorney with respect to any of the Shares or deposit any Shares into any voting trust or other enter into any agreement or arrangement with respect to the voting of any SharesShares or any agreement or arrangement that is inconsistent with this Agreement, (ii) other than pursuant to the Pledge and Security Agreement, offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any Shares, or (iii) knowingly take any action that would have the effect of preventing or delaying such Shareholder from performing any of his or its obligations under this Agreement, or (iv) agree or commit (whether or not in writing) to take any of the actions referred to in clauses (i), (ii) and (iii). For the avoidance of doubt, the fact that any Shares are held in a margin account shall not be deemed a violation of this Section 5.01 or Article II 4.1 so long as such Shareholder is able to perform his or its obligations under this Agreement.

No Proxies for or Encumbrances on Shares. (a) Except as permitted by terms of this Agreement (including Section 5.01(b)), Shareholder the Principal Stockholders shall not during the term of this Agreement, directly or indirectly, without the prior written consent of Parent and the Company, (i) grant any proxies proxies, power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares, (ii) other than pursuant to the Pledge and Security Agreement, offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any Shares, or (iii) knowingly take any action that would have the effect of preventing or delaying Shareholder the Principal Stockholders from performing any of its obligations under this Agreement. For the avoidance of doubt, the fact that any Shares are held in a margin account shall not be deemed a violation of this Section 5.01 or Article II so long as Shareholder is the Principal Stockholders are able to perform its obligations under this Agreement.

No Proxies for or Encumbrances on Shares. (a) Except as permitted by the terms of this Agreement (including Section 5.01(b))Agreement, Shareholder the Stockholder shall not during the term of this Agreementnot, directly or indirectly, without the prior written consent of Parent and the CompanyCompany (upon the approval of the Special Committee), (i) grant any proxies proxies, powers of attorney, or other such authorization, or enter into any voting trust or other agreement or arrangement with respect to the voting of any of the Stockholder’s Shares, (ii) other than pursuant to the Pledge and Security Agreement, offer for sale, sell (constructively or otherwise), pledge, transfer, assign, gift, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any such Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any such Shares, or (iii) knowingly take any action that would have the effect of preventing or delaying Shareholder the Stockholder from performing any of its obligations under this Agreement. For , or (iv) agree or commit (whether or not in writing) to take any of the avoidance of doubt, actions referred to in the fact that any Shares are held in a margin account shall not be deemed a violation of this Section 5.01 or Article II so long as Shareholder is able to perform its obligations under this Agreementforegoing sections (i) through (iii).