Common use of No Transfer of Shares Clause in Contracts

No Transfer of Shares. The Shareholder hereby agrees that, at all times during the period commencing with the execution and delivery of this Agreement until the Expiration Date, the Shareholder shall not cause or permit any Transfer of any of the Shares to be effected, except pursuant to existing obligations under options granted to third parties or pursuant to plans adopted by the Shareholder in accordance with Rule 10b5-1 of the Exchange Act, in each case to the extent set forth on Schedule 2.1 hereto; provided, however, that nothing contained herein will be deemed to restrict the ability of the Shareholder to (i) exercise, prior to the Expiration Date, any stock options or warrants of the Company held by the Shareholder, (ii) transfer or otherwise dispose of Shares to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or a similar Israeli charitable organization, or (iii) transfer or otherwise dispose of Shares to any member of the Shareholder’s immediate family; or to a trust for the benefit of the Shareholder or any member of the Shareholders’ immediate family; provided, further, that any transfer referred to in the foregoing proviso shall be permitted only if, as a precondition to such transfer, the transferee, whether a charitable organization, individual or trust, agrees to be bound by the terms of this Agreement and, if requested by Parent, to execute a Proxy (as hereinafter defined).