Common use of No Sale, Transfer or Encumbrance; Additional Purchases Clause in Contracts

No Sale, Transfer or Encumbrance; Additional Purchases. Except with the prior written consent of Staples, the Shareholder agrees and covenants in favour of Staples not to option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Subject Securities or enter into any agreement, arrangement or understanding in connection therewith, other than (A) transfers to an affiliate of the Shareholder provided only that, prior to any such transfer, such affiliate enters into a written agreement with Staples to be bound by the terms of this Agreement in all respects and to the same extent as the Shareholder is bound, and (B) without having first obtained the prior written consent of Staples, other than pursuant to the exercise of options to acquire PNI Shares or restricted share units. The Shareholder agrees that any PNI Shares or other securities of PNI purchased or acquired after the date of execution of this Agreement shall be subject to the terms of this Agreement to the same extent as if they constituted Subject Securities.