Common use of Prohibition on Transfers, Other Actions Clause in Contracts

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01, the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares save for any Permitted Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.016.01, the except as otherwise contemplated by this Agreement, each Stockholder agrees that it shall not (i) Transfer Beneficial Ownership of any of such Stockholder’s the Covered Shares, Beneficial Ownership thereof or any other interest therein Stockholder Shares (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; provided, that prior to and as a condition to the effectiveness of any such Permitted Transfer, the transferee executes and delivers to Parent a joinder to this Agreement in the form attached hereto as Exhibit B. Each Stockholder agrees that it shall not (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict withviolate, or result in or give rise to a violation of or conflict withof, such the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that could reasonably be expected to would restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Each Stockholder shall agrees not to request that the Company or its transfer agent register the transfer Transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s its Covered Stockholder Shares save for any Permitted Transfer. Notwithstanding anything in violation of this Agreement provision and hereby consents to the contrary, nothing in this Agreement shall require entry of stop transfer instructions by the Company of any action, or restrict the Stockholder, with respect to any Transfer of its Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided thatStockholder Shares, unless and until there such Transfer is a bona fide foreclosure with respect to such pledge Permitted Transfer or security interest, such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth hereinis otherwise contemplated by this Agreement.

Prohibition on Transfers, Other Actions. Until Stockholder hereby represents, warrants, covenants and agrees not to, during the earlier Restricted Period, directly or indirectly, in one or a series of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01, the Stockholder agrees that it shall not related transactions: (i) Transfer or offer, agree, commit or consent to Transfer any of such Stockholder’s the Covered Shares, Beneficial Ownership thereof Shares or any other right, title or interest therein (including any voting power with respect theretovoting, economic or otherwise) therein, unless such Transfer is a Permitted Transfer; (ii) enter into any agreementContract, arrangement or understanding with any Person, or take any other action or omit to take any action, that violates or conflicts with (or would could reasonably be expected to violate conflict with or conflict with, or result in or give rise to a violation of or conflict with, such violate) Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action or omit to take any action that would restrict (or could reasonably be expected to restrict or otherwise affect such restrict) Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement or make any of its representations or warranties contained in this Agreement untrue or incorrect, nor has Stockholder done any of the foregoing. Stockholder agrees that it shall not seek to indirectly accomplish anything which it is not permitted to accomplish directly under this Agreement. Any Transfer action, omission or attempted circumvention in violation of this provision shall Section 4.1 will be void ab initioinitio and be deemed a breach of this Agreement. The Stockholder shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) If any involuntary Transfer of any Certificate representing any of such Stockholder’s the Covered Shares save for shall occur, the transferee (which term, as used herein, shall include any Permitted Transfer. Notwithstanding anything in this Agreement to and all transferees and subsequent transferees of the contrary, nothing in this Agreement initial transferee) shall require any action, or restrict the Stockholder, with respect to any take and hold such Covered Shares subject to any pledge or security interest in effect as all of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth hereinthis Agreement.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.016.01, the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could reasonably be expected to restrict or otherwise affect prevent such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares save for any Shares, except in connection with a Permitted Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01, the Stockholder The Shareholder hereby agrees that it shall not to (i) Transfer any of such Stockholder’s the Covered Shares, Beneficial Ownership thereof or any other interest specifically therein (including by tendering into any voting power with respect thereto) unless such Transfer is a Permitted Transfer; tender or exchange offer by any Person other than Parent or any of its Subsidiaries), (ii) enter into any agreement, arrangement or understanding with any PersonPerson (other than Parent or Merger Sub), or take any other actionaction that would prevent or disable the Shareholder from performing his, that violates her or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and its obligations under this Agreement; Agreement or (iii) take any action that could reasonably be expected to restrict or otherwise affect such Stockholder’s would result in the Shareholder not having the legal power, authority and or right to comply with and perform his, her or its covenants and obligations under this Agreement; provided that the Shareholder may Transfer Covered Shares (i) in the form of a gift to a charitable organization for philanthropic purposes or (ii) to trusts or other entities controlled by the Shareholder for estate planning purposes so long as, in each such case, the Shareholder maintains exclusive voting power over such Covered Shares and the recipient of such Covered Shares executes and delivers a joinder to this Agreement whereby such recipient becomes bound by the terms of this Agreement; and provided, further, that from and after the time the Company Stockholder Approval is obtained, the Shareholder may Transfer Covered Shares in such amounts as are necessary for the withholding of Taxes with respect to the settlement of any Company Stock Options or other awards under the Company Equity Plans. Any purported Transfer of the Covered Shares in violation of this provision Section 4.1 shall be null and void ab initio. The Stockholder Promptly following the date hereof, (i) the Shareholder and Parent shall not request that deliver joint written instructions to the Company or its and the Company’s transfer agent register stating that while this Agreement is in effect, the Existing Shares cannot be Transferred in any manner without the prior written consent of Parent and (ii) the Company shall (or shall cause the Company’s transfer (book-entry agent to) comply with the requirements of § 3.202, § 3.205 and § 6.252 of the TBOC, including keeping a copy of this Agreement at the Company’s principal executive offices or otherwise) registered office and allowing any owner of any Certificate representing any the Company to examine this Agreement in the same manner as such owner is entitled to examine the books and records of such Stockholder’s Covered Shares save for any Permitted Transfer. Notwithstanding anything in the Company, and causing this Agreement to be noted conspicuously on the contrary, nothing in certificates for the Existing Shares or noting this Agreement shall require any action, in a notice sent by or restrict on behalf of the Stockholder, Company in accordance with respect to § 3.205 of the TBOC if the Existing Shares are not represented by Certificates. If any Covered Shares subject to any pledge or security interest in effect as of are acquired after the date hereof as set forth on Schedule 1.B hereto to by the extent such action or restriction is inconsistent with Shareholder, the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure foregoing instructions shall be delivered with respect to such pledge or security interest, newly acquired Covered Shares upon acquisition of such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth hereinCovered Shares.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01Termination Date, the Stockholder agrees that it Shareholder shall not (ia) Transfer any of such Stockholder’s the Covered Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; , and (ii) such Permitted Transferee executes and delivers to Parent a written agreement, in form and substance acceptable to Parent, to assume all of the Shareholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as the Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities Transferred as the Shareholder Party shall have made hereunder, (b) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholderthe Shareholder’s representations, warranties, covenants and obligations under this Agreement; Agreement or is inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof, (iiic) directly or indirectly take any action or cause the taking of any other action that could reasonably be expected to restrict or otherwise affect such Stockholderthe Shareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement or (d) discuss, negotiate, make an offer or enter into a contract, agreement, understanding, commitment or other arrangement with respect to any matter related to this Agreement, except in the case of clause (d) as would not reasonably be expected to prevent or materially delay such Stockholder’s ability to perform its obligations hereunder. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request Notwithstanding any provision of this Section 4.1 or of Section 4.3(a), the Shareholder may (x) concurrently with the termination of the Merger Agreement in accordance with Section 8.01(f) of the Merger Agreement, enter into an agreement to support a Superior Proposal in which it is treated in the same manner as all other shareholders of the Company, if such agreement is no more favorable to the Person making the Superior Proposal than this Agreement is to Parent and Merger Sub, (y) indicate its intention to take the action described in clause (x) substantially concurrently with the Company’s delivery of a notice of its intent to so terminate this Agreement initiating a Notice Period under Section 5.02(c) of the Merger Agreement and (z) discuss a Competing Proposal with the Company, provided that (A) the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares save for any Permitted Transfer. Notwithstanding anything in this has signed an Acceptable Confidentiality Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, Competing Proposal and (B) Parent is kept informed of such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth hereindiscussions.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.016.1, the Stockholder each Principal Holder, solely with respect to itself, agrees that it shall not (ia) Transfer any of such Stockholder’s the Covered Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; , and (ii) such Permitted Transferee executes and delivers to Parent a written agreement, in form and substance reasonably acceptable to Parent, to assume all of such Principal Holder’s obligations hereunder in respect of the Covered Shares, Beneficial Ownership or other interest subject to such Transfer and to be bound by the terms of this Agreement, with respect to the Covered Shares, Beneficial Ownership or other interest subject to such Transfer, to the same extent as such Principal Holder is bound hereunder and to make each of the representations and warranties hereunder in respect of the Covered Shares, Beneficial Ownership or other interest subject to such Transfer as such Principal Holder shall have made hereunder or (b) enter into any agreement, arrangement or understanding with any Person, or take any other action, that (i) violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, with such StockholderPrincipal Holder’s representations, warranties, covenants and obligations under this Agreement; Agreement or (iiiii) take any action that could impairs or would reasonably be expected to restrict or otherwise affect impair the ability of such Stockholder’s legal power, authority and right Principal Holder to comply with and perform its covenants and obligations under this Agreementhereunder or to consummate the transactions contemplated hereby. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares save for any Permitted Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01Termination Date, the Stockholder agrees that it Shareholder shall not (ia) Transfer any of such Stockholder’s the Covered Shares, Beneficial Ownership thereof or any other interest therein unless (including any voting power with respect theretoi) unless such Transfer is a Permitted Transfer; , and (ii) such Permitted Transferee executes and delivers to Parent a written agreement, in form and substance acceptable to Parent, to assume all of the Shareholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as the Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities Transferred as the Shareholder Party shall have made hereunder, (b) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholderthe Shareholder’s representations, warranties, covenants and obligations under this Agreement; Agreement or is inconsistent with the transactions contemplated by the Merger Agreement or the provisions thereof, (iiic) directly or indirectly take any action or cause the taking of any other action that could reasonably be expected to restrict or otherwise affect such Stockholderthe Shareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement or (d) discuss, negotiate, make an offer or enter into a contract, agreement, understanding, commitment or other arrangement with respect to any matter related to this Agreement, except in the case of clause (d) as would not reasonably be expected to prevent or materially delay such Stockholder’s ability to perform its obligations hereunder. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request Notwithstanding any provision of this Section 4.1 or of Section 4.3(a), the Shareholder may (x) concurrently with the termination of the Merger Agreement in accordance with Section 8.01(f) of the Merger Agreement, enter into an agreement to support a Superior Proposal in which it is treated in the same manner as all other shareholders of the Company, if such agreement is no more favorable to the Person making the Superior Proposal than this Agreement is to Parent and Merger Sub, (y) indicate its intention to take the action described in clause (x) substantially concurrently with the Company’s delivery of a notice of its intent to so terminate this Agreement initiating a Notice Period under Section 5.02(c) of the Merger Agreement and (z) discuss a Competing Proposal with the Company, provided that (A) the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares save for any Permitted Transfer. Notwithstanding anything in this has signed an Acceptable Confidentiality Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge Competing Proposal and (B) Parent is kept informed of such discussions. For the avoidance of doubt, nothing herein shall prevent the Shareholder from discussing, negotiating or security interest, such Stockholder agrees that there are no terms of entering into any such pledge contract or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth hereinafter the Merger Agreement Termination Date.

Prohibition on Transfers, Other Actions. Until the earlier of (a) The Core Securityholder agrees that, until the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01Effective Time, the Stockholder agrees that it Core Securityholder shall not (i) Transfer any or permit the Transfer of such Stockholderthe Core Securityholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict withconflict, or result in or give rise to a violation of or conflict withof, such Stockholderthe Core Securityholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could reasonably be expected to would restrict or otherwise adversely affect such Stockholderthe Core Securityholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Stockholder Until the earlier of the stockholder approval of the Arrangement and the Amalgamation Effective Time, the Core Securityholder (A) shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholderthe Core Securityholder’s Covered Shares save for or any certificate in respect thereof and (B) hereby consents to the entry of stop transfer instructions by the Company with respect to any transfer of the Core Securityholder’s Covered Shares, unless, in each case, such transfer is a Permitted Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the StockholderCore Securityholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B 1 hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder the Core Securityholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder the Core Securityholder from complying with any obligation, agreement or covenant set forth herein.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01, the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares. Notwithstanding anything in this Agreement to the contrary, if the Stockholder is an individual or an Affiliate of a Covered Stockholder that is an individual, as applicable, such Stockholder may (w) Transfer any of the Covered Shares save for bona fide charitable purposes (including any Permitted TransferTransfer to donor advised funds); provided that the aggregate value of the Covered Shares Transferred by the Stockholder pursuant to this clause (w), together with the aggregate value of other shares of Company Common Stock and/or Company Preferred Stock that are Beneficially Owned by the Stockholder or by any Affiliate of the Stockholder and are transferred pursuant to the equivalent of this clause (w) in one or more other voting and support agreements entered into by one or more other Covered Stockholders, shall not in the aggregate exceed $500,000 in any twelve month period, (x) Transfer any of the Covered Shares in connection with the exercise of options and other equity equivalents that, in either such case, would otherwise expire on a “cashless exercise” basis, (y) sell or surrender any of the Covered Shares to pay Taxes in connection with the vesting of any equity-based compensation, and (z) Transfer any of the Covered Shares pursuant to a written trading plan of the Company in effect on the date hereof that is set forth on Schedule 1.C hereto and that is intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, in the case of each of (w), (x), (y) and (z), without any limitations or restrictions whatsoever, including this Article 4. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of the Merger and (b) termination of this Agreement in accordance with Section 5.01, the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer (book-book- entry or otherwise) of any Certificate representing any of such Stockholder’s Covered Shares save for any Permitted Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such Stockholder from complying with any obligation, agreement or covenant set forth herein.

Prohibition on Transfers, Other Actions. Until the earlier of (a) the stockholder approval of each of the Merger Mergers and (b) termination of this Agreement in accordance with Section 5.01the Termination Date, the Stockholder agrees that it shall not (i) Transfer or permit the Transfer of any of such the Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; or (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that could would reasonably be expected to restrict or otherwise adversely affect such the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Until the earlier of the stockholder approval of each of the Mergers and the Termination Date, the Stockholder (A) shall not request that the Company or its transfer agent any Alpha Party register the transfer (book-entry or otherwise) of any Certificate representing any of such the Stockholder’s Covered Shares save for or any certificate in respect thereof and (B) hereby consents to the entry of stop transfer instructions by any Alpha Party of any transfer of the Stockholder’s Covered Shares, unless, in each case, such transfer is a Permitted Transfer. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any action, or restrict the Stockholder, with respect to any Covered Shares subject to any pledge or security interest in effect as of the date hereof as set forth on Schedule 1.B 1 hereto to the extent such action or restriction is inconsistent with the terms of such pledge or security interest; provided that, unless and until there is a bona fide foreclosure with respect to such pledge or security interest, such the Stockholder agrees that there are no terms of any such pledge or security interest that will prevent or impair such the Stockholder from complying with any obligation, agreement or covenant set forth herein. Nothing in this Agreement shall prohibit any pledging or hedging or entering into any contract, derivative arrangement, option or other contract that will not prevent the Stockholder from performing or complying with its obligations under this Agreement.