Common use of Restriction on Transfer, Proxies and Non-Interference Clause in Contracts

Restriction on Transfer, Proxies and Non-Interference. The Unitholder hereby agrees, during the Agreement Term, not to (i) sell, transfer (including by operation of law), pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Owned Units (or any right, title or interest thereto or therein) (any such action, a “Transfer”), (ii) grant any proxies or powers of attorney with respect to the Owned Units, deposit any Owned Units into a voting trust or enter into a voting agreement with respect to any Owned Units, in each case with respect to the matters set forth in clauses (i) through (iii) of Section 1.1 of this Agreement, (iii) take any action that would make any representation or warranty of the Unitholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing or materially impeding or delaying the Unitholder from performing any of its obligations under this Agreement or (iv) commit or agree (in writing or otherwise) to take any of the foregoing actions during the Agreement Term; provided that the foregoing notwithstanding, the following sales, transfers, pledges, encumbrances, assignments or other dispositions are permitted: (A) transfers of Owned Units to any Affiliate of the Unitholder who has agreed in writing (the form and substance of which is reasonably acceptable to Parent and the Company) to be bound by the terms of this Agreement; and (B) such Transfers of Owned Units as Parent and the Company may otherwise permit by prior written consent.

Restriction on Transfer, Proxies and Non-Interference. The Unitholder Stockholder hereby agrees, during the Agreement Term, not to to, directly or indirectly, (i) sell, transfer (including by operation of law)transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contractContract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Owned Units (Shares or any right, title or economic interest thereto or therein) therein (any such action, a “Transfer”), (ii) grant any proxies or powers of attorney with respect to the Owned UnitsShares of the Stockholder, deposit any such Owned Units Shares into a voting trust or enter into a voting agreement with respect to any such Owned UnitsShares, in each case with respect to any vote on the approval and adoption of the Merger Agreement or any other matters set forth in clauses (i) through (iii) of Section 1.1 of this Agreement, (iii) take acquire, offer or propose to acquire or agree to acquire, directly or indirectly, any action that would make any representation additional securities (or warranty options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) of the Unitholder set forth in this Agreement untrue Company, (iv) form, join, encourage, influence, advise or incorrect in any material way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act) with any persons with respect or have to any securities of the effect of preventing or materially impeding or delaying the Unitholder from performing any of its obligations under this Agreement Company or (ivv) commit or agree (in writing or otherwise) to take any of the foregoing actions during the Agreement Term; provided that that, the foregoing notwithstanding, the following sales, transfers, pledges, encumbrances, assignments or other dispositions Transfers are permitted: (A) transfers Transfers of Owned Units Shares to any Affiliate of the Unitholder Stockholder who has agreed in writing (the form and substance of which is reasonably acceptable to Parent and the CompanyParent) to be bound by the terms of this Agreement; and (B) such Transfers of Owned Units as Parent and the Company may otherwise permit by Shares with Parent’s prior written consent.

Restriction on Transfer, Proxies and Non-Interference. The Unitholder Stockholder hereby agrees, during the while this Agreement Termis in effect and except as contemplated hereby, not to (i) directly or indirectly, sell, transfer (including by operation of law)transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Owned Units (or any right, title or interest thereto or therein) (any such action, a “Transfer”)Shares, (ii) grant any proxies or powers of attorney with respect to the Owned Unitsproxies, deposit any Owned Units shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any of the Owned UnitsShares, in each case with respect to the matters set forth in clauses (i) through (iii) of Section 1.1 of this Agreement, or (iii) take any action that would make any representation or warranty of the Unitholder set forth in this Agreement Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing or materially impeding or delaying disabling the Unitholder Stockholder from performing any of its obligations under this Agreement or (iv) commit or agree (in writing or otherwise) Agreement; provided, however, that the Stockholder shall be permitted to take transfer any of the foregoing actions during the Agreement Term; provided that the foregoing notwithstandingOwned Shares to any trust, the following sales, transfers, pledges, encumbrances, assignments limited partnership or other dispositions are permitted: entity the beneficial ownership of which is held by the Stockholder (A) transfers of Owned Units each, a "Permitted Transferee"), so long as such Permitted Transferee, prior to any Affiliate of the Unitholder who has agreed such transfer, agrees in writing (the writing, in form and substance of which is reasonably acceptable satisfactory to Parent and the Company) Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of this Agreement; and (B) its obligations hereunder if such Transfers of Owned Units as Parent and the Company may otherwise permit by prior written consentPermitted Transferee does not perform such obligations.

Restriction on Transfer, Proxies and Non-Interference. The Unitholder Each Stockholder hereby agrees, during the Agreement Term, not to to, directly or indirectly, (ia) sell, transfer (including by operation of law)transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contractContract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Owned Units (Shares or any right, title or economic interest thereto or therein) therein (any such action, a “Transfer”), (iib) grant any proxies or powers of attorney with respect to the Owned UnitsShares of such Stockholder, deposit any such Owned Units Shares into a voting trust or enter into a voting agreement with respect to any such Owned UnitsShares, in each case with respect to any vote on the approval and adoption of the Merger Agreement or any other matters set forth in clauses (i) through (iii) of Section 1.1 of this Agreement, (iiic) take form, join, encourage, influence, advise or in any action that would make way participate in any representation or warranty “group” (as such term is defined in Section 13(d)(3) of the Unitholder set forth in this Agreement untrue or incorrect in Exchange Act) with any material persons with respect or have to any securities of the effect of preventing or materially impeding or delaying the Unitholder from performing any of its obligations under this Agreement Company, or (ivd) commit or agree (in writing or otherwise) to take any of the foregoing actions during the Agreement Term; provided that provided, that, the foregoing notwithstanding, the following sales, transfers, pledges, encumbrances, assignments or other dispositions Transfers are permitted: (Ai) transfers Transfers of Owned Units Shares to any Affiliate of the Unitholder such Stockholder who has agreed in writing (the form and substance of which is reasonably acceptable to Parent and the CompanyParent) to be bound by the terms of this Agreement; and or (Bii) such Transfers of Owned Units as Parent and the Company may otherwise permit by Shares with Parent’s prior written consent.

Restriction on Transfer, Proxies and Non-Interference. The Unitholder Each Stockholder hereby agrees, during the Agreement Term, not to to, directly or indirectly, (ia) sell, transfer (including by operation of law)transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contractContract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Owned Units (Shares or any right, title or economic interest thereto or therein) therein (any such action, a “Transfer”), (iib) grant any proxies or powers of attorney with respect to the Owned UnitsShares of such Stockholder, deposit any such Owned Units Shares into a voting trust or enter into a voting agreement with respect to any such Owned UnitsShares, in each case with respect to any vote on the approval and adoption of the Merger Agreement or any other matters set forth in clauses (i) through (iii) of Section 1.1 of this Agreement, (iiic) take form, join, encourage, influence, advise or in any action that would make way participate in any representation or warranty “group” (as such term is defined in Section 13(d)(3) of the Unitholder set forth in this Agreement untrue or incorrect in Exchange Act) with any material persons with respect or have to any securities of the effect of preventing or materially impeding or delaying the Unitholder from performing any of its obligations under this Agreement Company, or (ivd) commit or agree (in writing or otherwise) to take any of the foregoing actions during the Agreement Term; provided that provided, that, the foregoing notwithstanding, the following sales, transfers, pledges, encumbrances, assignments or other dispositions Transfers are permitted: (Ai) transfers Transfers of Owned Units Shares to any Affiliate of the Unitholder such Stockholder who has agreed in writing (the form and substance of which is reasonably acceptable to Parent and the CompanyParent) to be bound by the terms of this Agreement; and or (Bii) such Transfers of Owned Units as Parent and the Company may otherwise permit by Shares with Parent’s prior written consent.. 4ï13