Common use of Restriction on Transfer of Shares Clause in Contracts

Restriction on Transfer of Shares. Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

Restriction on Transfer of Shares. Proxies and Non-Interference. Beginning on From the date hereof and ending on until the later earliest to occur of: (1) the Effective Time, (2) a rescission of (A) last date the Stock Options are exercisable Option Premium pursuant to Section 3 hereof and 2.01(b), (B3) the date that all termination of the Stockholder's obligations Merger Agreement under Section 2 have terminatedcircumstances pursuant to which, except as contemplated by this Agreement or at the time of the termination of the Merger Agreement, no Parent is not entitled or potentially entitled, depending upon future events, to receive the Company Fee pursuant to Section 8.03(b) of the Merger Agreement, and (4) April 30, 2005, each Stockholder shallagrees that such Stockholder shall not, directly or indirectly, (ia) offer for sale, sell, transferassign, tendertransfer (including by operation of law), lien, pledge, encumber, assign dispose of or otherwise dispose of, or enter into encumber any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit otherwise agree to do any of the foregoing, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of the Shares; Shares or (iiid) take any action that would make any representation or warranty of the such Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing the such Stockholder's obligations under this Agreementhereunder. Notwithstanding anything The parties recognize that certain of the Shares have previously been pledged to secure certain indebtedness and the liens arising therefrom will not constitute a breach of any provision hereof. Upon any exercise of the Option with respect to any such Shares, the parties will cooperate to cause the release of such Shares upon application of a portion of the proceeds from the Option proceeds related to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof)obligations.

Restriction on Transfer of Shares. Proxies and Non-Interference. Beginning on From the date hereof and ending on until the later earliest to occur of: (1) the Effective Time, (2) a rescission of (A) last date the Stock Options are exercisable Option Premium pursuant to Section 3 hereof and 2.01(b), (B3) the date that all termination of the Stockholder's obligations Merger Agreement under Section 2 have terminatedcircumstances pursuant to which, except as contemplated by this Agreement or at the time of the termination of the Merger Agreement, no Parent is not entitled or potentially entitled, depending upon future events, to receive the Company Fee pursuant to Section 8.03(b) of the Merger Agreement, and (4) April 30, 2005, each Stockholder shallagrees that such Stockholder shall not, directly or indirectly, (ia) offer for sale, sell, transferassign, tendertransfer (including by operation of law), lien, pledge, encumber, assign dispose of or otherwise dispose of, or enter into encumber any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit otherwise agree to do any of the foregoing, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of the Shares; Shares or (iiid) take any action that would make any representation or warranty of the such Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing such Stockholder’s obligations hereunder. The parties recognize that certain of the Stockholder's obligations under this AgreementShares have previously been pledged to secure certain indebtedness and the liens arising therefrom will not constitute a breach of any provision hereof. Notwithstanding anything Upon any exercise of the Option with respect to any such Shares, the parties will cooperate to cause the release of such Shares upon application of a portion of the proceeds from the Option proceeds related to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof)obligations.