Common use of No Transfer of Shares Clause in Contracts

No Transfer of Shares. The Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a "transfer"). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholder (a) if the Stockholder is an individual, (i) to any member of the Stockholder's immediate family or to a trust for the benefit of the Stockholder or any member of the Stockholder's immediate family, or (ii) upon the death of the Stockholder to such Stockholder's heirs, or (b) if the Stockholder is a partnership or limited liability company, to one or more partners or members of the Stockholder or to an Affiliate under common control with the Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Parent, to be bound by all of the terms of this Voting Agreement.

No Transfer of Shares. The Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a "“transfer"”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholder if (a) if the Stockholder is an individual, (i) to any member of the such Stockholder's ’s immediate family or to a trust for the benefit of the such Stockholder or any member of the such Stockholder's ’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder's ’s heirs, or (b) if the Stockholder is a partnership or limited liability company, to one or more partners or members of the such Stockholder or to an Affiliate affiliate under common control with the such Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to ParentBrushy and Lilis, to be bound by all of the terms of this Voting Agreement.

No Transfer of Shares. The Stockholder Stockholders shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a "“transfer"”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholder Stockholders if (a) if the any Stockholder is an individual, (i) to any member of the such Stockholder's ’s immediate family or to a trust for the benefit of the such Stockholder or any member of the such Stockholder's ’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder's ’s heirs, or (b) if the any Stockholder is a partnership or limited liability company, to one or more partners or members of the such Stockholder or to an Affiliate affiliate under common control with the such Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to ParentBrushy and Lilis, to be bound by all of the terms of this Voting Agreement.

No Transfer of Shares. The Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a "“transfer"”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholder if (a) if the Stockholder is an individual, (i) to any member of the Stockholder's ’s immediate family or to a trust for the benefit of the Stockholder or any member of the Stockholder's ’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder's ’s heirs, or (b) if the Stockholder is a partnership or limited liability company, to one or more partners or members of the Stockholder or to an Affiliate under common control with the Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to ParentQLT, to be bound by all of the terms of this Voting Agreement.

No Transfer of Shares. The Stockholder Prior to the Termination Date, each Holder hereby agrees that such Holder shall notnot sell or assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of any or all Section 16 of the Owned Shares or Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of hisswap, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contractshort sale, commitment, option hedge or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a "transfer"). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholder (a) if the Stockholder that which is an individual, (i) to any member of the Stockholder's immediate family or to a trust for the benefit of the Stockholder or any member of the Stockholder's immediate familydesigned to, or which would (ii) upon the death of the Stockholder to such Stockholder's heirs, either alone or (b) if the Stockholder is a partnership or limited liability company, to in connection with one or more partners events, developments or members events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale or disposition of any Shares (each of the Stockholder or to an Affiliate under common control with the Stockholderforegoing, as applicablea “Transfer”); provided, however, that the foregoing shall not apply to any Transfer (i) contemplated in each case Section 7.1(a) of the Company Disclosure Letter, (ii) if Holder is a transfer shall be permitted only if natural person, (A) to any person related to Holder by blood or adoption who is an immediate family member of Holder, or by marriage or domestic partnership (a “Family Member”), or to a trust formed for the benefit of Holder or any of Holder’s Family Members, (B) to Holder’s estate, following the death of Holder, by will, intestacy or other operation of law, (C) as a condition precedent bona fide gift to a charitable organization, (D) by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or (E) to any partnership, corporation or limited liability company which is controlled by Holder and/or by any such Family Member(s); (iii) if Holder is a corporation, partnership or other business entity, (A) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the effectiveness Exchange Act) of such transferHolder, including investment funds or other entities under common control or management with Holder, (B) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of Holder (including upon the liquidation and dissolution of Holder pursuant to a plan of liquidation approved by Holder’s equity holders) or (C) as a bona fide gift to a charitable organization; or (iv) if Holder is a trust, to any grantors or beneficiaries of the trust; provided that any transferee agrees of any Transfer of the type set forth in clauses (i) through (iv) must enter into a writing, satisfactory written agreement in form and substance reasonably satisfactory to Parent, Parent and the Company agreeing to be bound by all this Agreement prior to the occurrence of the terms of this Voting Agreementsuch Transfer.

No Transfer of Shares. The Stockholder shall not, directly or indirectly, Each Shareholder hereby severally agrees not to (ai) sell, pledge, encumbertransfer, assign, transfer or otherwise dispose dispose, by gift or otherwise, of any or all of the Owned Shares or any interest in the Owned Sharestherein, (bii) deposit pledge, mortgage, hypothecate, or otherwise encumber any of the Owned Shares or any interest in therein, (iii) deposit the Owned Shares or any interest therein into a any voting trust trust, voting agreement, proxy, or enter into a voting agreement or other arrangement of any kind with respect to any the voting of histhe Shares, her or its Shares or grant any proxy or power of attorney with respect thereto or (civ) enter into any contract, commitmentoption, option or other arrangement with respect, directly or undertaking with respect indirectly, to the direct or indirect acquisition or saleforegoing, assignment, pledge, encumbrance, transfer or other disposition provided that nothing herein shall be deemed to prohibit (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwisei) the pledge of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a "transfer"). Notwithstanding anything pursuant to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer terms of Owned Shares by the Stockholder (a) if the Stockholder is an individual, (i) to any member of the Stockholder's immediate family or to a trust for the benefit of the Stockholder or any member of the Stockholder's immediate familybank credit agreement, or (ii) upon the death any Shareholder from making bona fide gifts of any of the Stockholder to such Stockholder's heirsShares, or (b) if the Stockholder is a partnership or limited liability company, to one or more partners or members of the Stockholder or to an Affiliate under common control with the Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness donee of such transfer, the transferee Shares agrees in a writing, satisfactory in form and substance to Parent, writing with Parent to be bound by all of the terms of this Voting Agreement. Except as expressly set forth above, without the prior written consent of Parent, any purported sale, transfer, assignment, disposition, pledge, mortgage, hypothecation, encumbrance, or deposit of the Shares or any interest therein, or contract, option, or other arrangement with respect, directly or indirectly, thereto will be null, void, and unenforceable and will have no effect on the agreements, including the proxy, contained in this Agreement.

No Transfer of Shares. The Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned its Stockholder Shares or any interest in the Owned its Stockholder Shares, (b) deposit the Owned its Stockholder Shares or any interest in the Owned its Stockholder Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Stockholder Shares or grant any proxy or power of attorney with respect thereto (other than as contemplated herein) or (c) enter into any contract, commitment, option or other arrangement or undertaking Contract with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, assignment, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned its Stockholder Shares (any such action in clause (a), (b) or (c) above, a "“transfer"”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Stockholder Shares by the Stockholder (ai) if the such Stockholder is an individual, (iA) to any member of the Stockholder's ’s immediate family or to a trust solely for the benefit of the Stockholder or any member of the Stockholder's ’s immediate family, or (iiB) upon the death of the Stockholder to such Stockholder's heirs, ’s heirs or (bC) to a charitable entity qualified as a 501(c)(3) organization under the Code or (ii) if the Stockholder is not a partnership or limited liability companynatural person, to one or more partners or members of the Stockholder or to an Affiliate controlled by Stockholder or under common control with the Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if if, and as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to Parent, to be bound by all of the terms of this Voting AgreementAgreement as though such transferee were the “Stockholder” hereunder.

No Transfer of Shares. The Stockholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a "“transfer"”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholder if (a) if the Stockholder is an individual, (i) to any member of the Stockholder's ’s immediate family or to a trust for the benefit of the Stockholder or any member of the Stockholder's ’s immediate family, or (ii) upon the death of the Stockholder to such Stockholder's ’s heirs, or (b) if the Stockholder is a partnership or limited liability company, to one or more partners or members of the Stockholder or to an Affiliate under common control with the Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to ParentQLT, to be bound by all of the terms of this Voting Agreement. QLT acknowledges and agrees that the Shareholder may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Owned Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Shareholder may transfer pledged or secured Owned Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of QLT. Further, no notice shall be required of such pledge.

No Transfer of Shares. The Stockholder shall not, directly or indirectly, Each Shareholder hereby severally agrees --------------------- not to (ai) sell, pledge, encumbertransfer, assign, transfer or otherwise dispose dispose, by gift or otherwise, of any or all of the Owned Shares or any interest in the Owned Sharestherein, (bii) deposit pledge, mortgage, hypothecate, or otherwise encumber any of the Owned Shares or any interest in therein, (iii) deposit the Owned Shares or any interest therein into a any voting trust trust, voting agreement, proxy, or enter into a voting agreement or other arrangement of any kind with respect to any the voting of histhe Shares, her or its Shares or grant any proxy or power of attorney with respect thereto or (civ) enter into any contract, commitmentoption, option or other arrangement with respect, directly or undertaking with respect indirectly, to the direct or indirect acquisition or saleforegoing, assignment, pledge, encumbrance, transfer or other disposition provided that nothing herein shall be deemed to prohibit (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwisea) the pledge of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a "transfer"). Notwithstanding anything pursuant to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer terms of Owned Shares by the Stockholder (a) if the Stockholder is an individual, (i) to any member of the Stockholder's immediate family or to a trust for the benefit of the Stockholder or any member of the Stockholder's immediate family, or (ii) upon the death of the Stockholder to such Stockholder's heirsbank credit agreement, or (b) any Shareholder from making bona fide gifts of any of the Shares, if the Stockholder is a partnership or limited liability company, to one or more partners or members of the Stockholder or to an Affiliate under common control with the Stockholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness donee of such transfer, the transferee Shares agrees in a writing, satisfactory in form and substance to Parent, writing with Parent to be bound by all of the terms of this Voting Agreement. Except as expressly set forth above, without the prior written consent of Parent, any purported sale, transfer, assignment, disposition, pledge, mortgage, hypothecation, encumbrance, or deposit of the Shares or any interest therein, or contract, option, or other arrangement with respect, directly or indirectly, thereto will be null, void, and unenforceable and will have no effect on the agreements, including the proxy, contained in this Agreement.

No Transfer of Shares. The Stockholder Shareholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of the Owned Shares or any interest in the Owned Shares, (b) deposit the Owned Shares or any interest in the Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of his, her or its Shares or grant any proxy or power of attorney with respect thereto or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer or other disposition (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of any of the Owned Shares (any such action in clause (a), (b) or (c) above, a "“transfer"”). Notwithstanding anything to the contrary in the foregoing sentence, this Section 2.1 shall not prohibit a transfer of Owned Shares by the Stockholder Shareholder if (a) if the Stockholder Shareholder is an individual, (i) to any member of the Stockholder's Shareholder’s immediate family or to a trust for the benefit of the Stockholder Shareholder or any member of the Stockholder's Shareholder’s immediate family, or (ii) upon the death of the Stockholder Shareholder to such Stockholder's Shareholder’s heirs, or (b) if the Stockholder Shareholder is a partnership or limited liability company, to one or more partners or members of the Stockholder Shareholder or to an Affiliate under common control with the StockholderShareholder, as applicable; provided, however, that in each case a transfer shall be permitted only if as a condition precedent to the effectiveness of such transfer, the transferee agrees in a writing, satisfactory in form and substance to ParentAegerion, to be bound by all of the terms of this Voting Agreement.