Common use of Prohibition on Transfers of Shares; Other Actions Clause in Contracts

Prohibition on Transfers of Shares; Other Actions. Shareholder hereby agrees that while this Agreement is in effect, Shareholder shall not, except with the prior written approval of CBC and SCB, (i) sell, transfer, pledge, encumber, distribute by gift or donation, or otherwise dispose of any of the Shares (or any securities convertible into or exercisable or exchangeable for Shares) or any interest therein, over which Shareholder has sole dispositive power (or any interest therein), and Shareholder will use reasonable best efforts to not permit the transfer, pledge, encumbrance, distribution by gift or donation, or disposal of any of the Shares pursuant to which Shareholder has shared dispositive power (or any interest therein), whether by actual disposition, physical settlement or effective economic disposition through hedging transactions, derivative instruments or other means, except for charitable gifts or donations where the recipient enters into a voting agreement binding the recipient to vote its shares in the manner provided in Section 1 hereof, (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or could reasonably be expected to violate or conflict with Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any other action that could reasonably be expected to impair or otherwise adversely affect, in any material respect, Shareholder’s power, authority and ability to comply with and perform Shareholder’s covenants and obligations under this Agreement, provided however, that this Agreement shall not prohibit Shareholder from (x) disposing of or surrendering to CBC shares underlying any equity award issued by CBC in connection with the vesting or exercise of such equity award for the payment of taxes thereon, if any, or (y) transferring and delivering Shares to any member of Shareholder’s immediate family, to a trust for the benefit of Shareholder, to Shareholder’s spouse, ancestors or descendants or other transfers solely for estate planning purposes, or upon the death of Shareholder; provided that such a transfer shall only be permitted if, as a precondition to such transfer, the transferee enters into a voting agreement binding the recipient to vote its shares in the manner provided in Section 1 hereof. Once the CBC Shareholder Approval has been obtained, the prohibitions provided for in this Section 2 shall no longer apply to Shareholder.

Prohibition on Transfers of Shares; Other Actions. Shareholder hereby agrees that while this Agreement is in effect, Shareholder shall not, except with the prior written approval of CBC and SCB, (i) sell, transfer, pledge, encumber, distribute by gift or donation, or otherwise dispose of any of the Shares (or any securities convertible into or exercisable or exchangeable for Shares) or any interest therein, over which Shareholder has sole dispositive power (or any interest therein), and Shareholder will use reasonable best efforts to not permit the transfer, pledge, encumbrance, distribution by gift or donation, or disposal of any of the Shares pursuant to which Shareholder has shared dispositive power (or any interest therein), whether by actual disposition, physical settlement or effective economic disposition through hedging transactions, derivative instruments or other means, except for charitable gifts or donations where the recipient enters into a voting agreement binding the recipient to vote its shares in the manner provided in Section 1 hereof, (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or could reasonably be expected to violate or conflict with Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any other action that could reasonably be expected to impair or otherwise adversely affect, in any material respect, Shareholder’s power, authority and ability to comply with and perform Shareholder’s covenants and obligations under this Agreement, provided however, that this Agreement shall not prohibit Shareholder from (x) disposing of or surrendering to CBC SCB shares underlying any equity award issued by CBC SCB in connection with the vesting or exercise of such equity award for the payment of taxes thereon, if any, or (y) transferring and delivering Shares to any member of Shareholder’s immediate family, to a trust for the benefit of Shareholder, to Shareholder’s spouse, ancestors or descendants or other transfers solely for estate planning purposes, or upon the death of Shareholder; provided that such a transfer shall only be permitted if, as a precondition to such transfer, the transferee enters into a voting agreement binding the recipient to vote its shares in the manner provided in Section 1 hereof. Once the CBC SCB Shareholder Approval has been obtained, the prohibitions provided for in this Section 2 shall no longer apply to Shareholder.

Prohibition on Transfers of Shares; Other Actions. Shareholder Stockholder hereby agrees that while this Agreement is in effect, Shareholder Stockholder shall not, except with the prior written approval of CBC the Company and SCBFirst Foundation, (i) sell, transfer, pledge, encumber, distribute by gift or donation, or otherwise dispose of any of the Shares (or any securities convertible into or exercisable or exchangeable for Shares) or any interest therein, over which Shareholder has sole dispositive power (or any interest therein), and Shareholder will use reasonable best efforts to not permit the transfer, pledge, encumbrance, distribution by gift or donation, or disposal of any of the Shares pursuant to which Shareholder has shared dispositive power (or any interest therein), whether by actual disposition, physical settlement or effective economic disposition through hedging transactions, derivative instruments or other means, except for charitable gifts or donations where the recipient enters into a voting agreement binding the recipient to vote its shares in the manner provided in Section 1 hereof, (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or could reasonably be expected to violate or conflict with ShareholderStockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any other action that could reasonably be expected to impair or otherwise adversely affect, in any material respect, ShareholderStockholder’s power, authority and ability to comply with and perform ShareholderStockholder’s covenants and obligations under this Agreement, provided however, that this Agreement shall not prohibit Shareholder Stockholder from (x) disposing of or surrendering to CBC First Foundation shares underlying any equity award issued by CBC First Foundation in connection with the vesting or exercise of such equity award for the payment of taxes thereon, if any, or (y) transferring and delivering Shares to any member of ShareholderStockholder’s immediate family, family or to a trust for the benefit of Shareholder, to Shareholder’s spouse, ancestors or descendants or other transfers solely for estate planning purposes, Stockholder or upon the death of ShareholderStockholder; provided that such a transfer shall only be permitted if, as a precondition to such transfer, the transferee enters into a voting agreement binding the recipient to vote its shares in the manner provided in Section 1 hereof. Once the CBC Shareholder First Foundation Stockholder Approval has been obtained, the prohibitions provided for in this Section 2 shall no longer apply to ShareholderStockholder.

Prohibition on Transfers of Shares; Other Actions. Each Shareholder hereby agrees that while that, during the term of this Agreement is (as contemplated in effectSection 8), such Shareholder shall not, except with the prior written approval of CBC and SCB, (i) sell, transfer, pledge, encumber, distribute by gift or donation, or otherwise dispose of (“Transfer”) any of the Shares (or any securities convertible into or exercisable or exchangeable for Shares) or any interest therein, over which Shareholder has sole dispositive power (or any interest therein), and Shareholder will use reasonable best efforts to not permit the transfer, pledge, encumbrance, distribution by gift or donation, or disposal of any of the Shares pursuant to which Shareholder has shared dispositive power (or any interest therein), whether by actual disposition, physical settlement or effective economic disposition through hedging transactions, derivative instruments or other means, except for charitable gifts or donations where the recipient enters into a voting agreement binding the recipient to vote its shares in the manner provided in Section 1 hereof, (ii) enter into any agreement, arrangement or understanding with any Personperson, or take any other action, that violates or conflicts with or could would reasonably be expected to violate or conflict with such Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, take any other action that could would reasonably be expected to adversely impair or otherwise adversely affect, in any material respect, such Shareholder’s power, authority and ability to comply with and perform Shareholder’s his, her or its covenants and obligations under this Agreement; provided, provided however, that nothing in this Agreement Section 2(a) shall not prohibit Shareholder from (xA) disposing a Transfer of or surrendering to CBC shares underlying any equity award issued by CBC in connection with the vesting or exercise Shares of such equity award for the payment of taxes thereon, if any, or (y) transferring and delivering Shares Shareholder to any member of such Shareholder’s immediate family, family members or lineal descendants or to a trust for the benefit of Shareholder, to such Shareholder or any of such Shareholder’s spouse, ancestors immediate family members or descendants or other transfers solely for estate planning purposeslineal descendants, or upon the death of such Shareholder, or to a non-profit organization as a donation in an amount and in a manner consistent with such Shareholder’s past practices or (B) a net settlement of Company Restricted Shares held by such Shareholder that vest in order to satisfy the withholding tax associated with such vesting; provided that provided, further, that, other than in the case of a donation to a non-profit organization contemplated by the foregoing clause (A) and a net settlement contemplated by the foregoing clause (B), such a transfer Transfer shall only be permitted only if, as a precondition condition to such transferTransfer, the transferee enters into a voting agreement binding agrees in writing to be bound by all the recipient terms of this Agreement applicable to vote its shares in the manner provided in Section 1 hereof. Once the CBC Shareholder Approval has been obtained, the prohibitions provided for in this Section 2 shall no longer apply to such Shareholder.

Prohibition on Transfers of Shares; Other Actions. Shareholder Stockholder hereby agrees that while this Agreement is in effect, Shareholder Stockholder shall not, except with the prior written approval of CBC the Company and SCBFirst Foundation, (i) sell, transfer, pledge, encumber, distribute by gift or donation, or otherwise ​ ​ ​ dispose of any of the Shares (or any securities convertible into or exercisable or exchangeable for Shares) or any interest therein, over which Shareholder has sole dispositive power (or any interest therein), and Shareholder will use reasonable best efforts to not permit the transfer, pledge, encumbrance, distribution by gift or donation, or disposal of any of the Shares pursuant to which Shareholder has shared dispositive power (or any interest therein), whether by actual disposition, physical settlement or effective economic disposition through hedging transactions, derivative instruments or other means, except for charitable gifts or donations where the recipient enters into a voting agreement binding the recipient to vote its shares in the manner provided in Section 1 hereof, (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or could reasonably be expected to violate or conflict with ShareholderStockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any other action that could reasonably be expected to impair or otherwise adversely affect, in any material respect, ShareholderStockholder’s power, authority and ability to comply with and perform ShareholderStockholder’s covenants and obligations under this Agreement, provided however, that this Agreement shall not prohibit Shareholder Stockholder from (x) disposing of or surrendering to CBC First Foundation shares underlying any equity award issued by CBC First Foundation in connection with the vesting or exercise of such equity award for the payment of taxes thereon, if any, or (y) transferring and delivering Shares to any member of ShareholderStockholder’s immediate family, family or to a trust for the benefit of Shareholder, to Shareholder’s spouse, ancestors or descendants or other transfers solely for estate planning purposes, Stockholder or upon the death of ShareholderStockholder; provided that such a transfer shall only be permitted if, as a precondition to such transfer, the transferee enters into a voting agreement binding the recipient to vote its shares in the manner provided in Section 1 hereof. Once the CBC Shareholder First Foundation Stockholder Approval has been obtained, the prohibitions provided for in this Section 2 shall no longer apply to Shareholder.Stockholder. ​

Prohibition on Transfers of Shares; Other Actions. Shareholder hereby agrees that while this Agreement is in effect, Shareholder shall not, except with the prior written approval of CBC Plumas and SCBFeather (which approval shall not be unreasonably withheld or delayed), (i) sell, transfer, pledge, encumber, distribute by gift or donation, or otherwise dispose (“Transfer”) of any of the Shares (or any securities convertible into or exercisable or exchangeable for Shares) or any interest therein, over which Shareholder has sole dispositive power (or any interest therein), and Shareholder will use reasonable best efforts to not permit the transfer, pledge, encumbrance, distribution by gift or donation, or disposal of any of the Shares pursuant to which Shareholder has shared dispositive power (or any interest therein), whether by actual disposition, physical settlement or effective economic disposition through hedging transactions, derivative instruments or other means, except for charitable gifts or donations where the recipient enters into a voting agreement binding the recipient to vote its shares in the manner provided in Section 1 hereof, (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or could would reasonably be expected to violate or conflict with Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any other action that could reasonably be expected to impair or otherwise adversely affect, in any material respect, Shareholder’s power, authority and ability to comply with and perform Shareholder’s his or her covenants and obligations under this Agreement, provided however, that this Agreement . This Section 2 shall not prohibit a Transfer of the Shares by Shareholder from (x) disposing of or surrendering to CBC shares underlying any equity award issued by CBC in connection with charitable gifts or donations or a Transfer of the vesting or exercise of such equity award for the payment of taxes thereon, if any, or (y) transferring and delivering Shares by Shareholder to any member of Shareholder’s immediate family, or to a trust for the benefit of Shareholder, to Shareholder or any member of Shareholder’s spouse, ancestors or descendants or other transfers solely for estate planning purposesimmediate family, or upon the death of Shareholder; provided provided, that such a transfer Transfer referred to in this sentence shall only be permitted only if, as a precondition to such transferTransfer, the transferee enters into agrees in a voting agreement binding writing, reasonably satisfactory in form and substance to Plumas, to be bound by all of the recipient to vote its shares in the manner provided in Section 1 hereof. Once the CBC Shareholder Approval has been obtained, the prohibitions provided for in terms of this Section 2 shall no longer apply to ShareholderAgreement (“Permitted Transfer”).