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

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to, directly or indirectly (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) offer for sale, sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the offer for sale, sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Owned Shares, (ii) grant any proxies, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned 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 such Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. The ----------------------------------------------------- Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to, directly or indirectly (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) offer for sale, sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the offer for sale, sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Owned Shares, (ii) grant any proxies, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned 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 such Stockholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agrees, while While this Agreement is in effect, and except as contemplated hereby, the Stockholder shall not to, directly or indirectly (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) offer for sale, sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the offer for sale, sale, transfer, pledge, encumbrance, assignment or other disposition of, of any of the Owned SharesShares or any right to receive the Shares (each of the foregoing, a “Transfer”) unless, in connection with such Transfer, the transferee executes an agreement, in form and substance satisfactory to Parent, pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement applicable to the Stockholder and grants to Parent the proxy described in Section 1(b) of this Agreement. While this Agreement is in effect, and except as contemplated hereby, the Stockholder will not (iii) grant any proxies, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares or (iiiii) 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 such the Stockholder's ’s obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not toshall not, directly or indirectly indirectly: (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound as contemplated by the terms hereof in form reasonably satisfactory to Parent) Merger Agreement, 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 Owned SharesShares or any interest therein other than to the heirs or devisees of the Stockholder or to a trust, partnership, limited liability company or other entity for its benefit, provided that (A) such transferees have acknowledged and agreed in writing to fulfill the obligations of the Stockholder hereunder and (B) Company receives prior written notice of any such transfer, (ii) except as contemplated by this Voting Agreement, grant any proxiesproxies or powers of attorney, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares 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 such Stockholder's its obligations under this Voting Agreement.

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agreesExcept as otherwise contemplated by the Merger Agreement or this Agreement, while from and after the date of this Agreement is in effectand ending on the Termination Date, and except as contemplated hereby, not toStockholder will not, directly or indirectly without the consent of Parent in respect of any Acquisition Proposal or otherwise: (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) 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 Owned Subject Shares, or any interest therein, (ii) grant any proxiesproxies or powers of attorney, deposit any of the Owned Subject Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares Subject Shares, (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (iiiii) above, (iv) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or reasonably be expected to have the effect of preventing or disabling the Stockholder from performing such Stockholder's obligations under this AgreementAgreement or (v) request that Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject Shares, except as otherwise contemplated hereby.

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agrees, while From and after the date of this Agreement is in effectand ending as of the first to occur of the Effective Time or the Termination Date, no Shareholders shall, and except as contemplated hereby, each Shareholder shall cause each of its Affiliates who Beneficially Owns any of the Shareholder's Shares of such Shareholder not to, directly or indirectly without the consent of Chauvco: (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to ParentA) 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 Owned SharesShareholders' Shares of such Shareholder, or any interest therein, (iiB) grant any proxiesproxies or powers of attorney, deposit any Shareholders' Shares of the Owned Shares such Shareholder into a voting trust or enter into a voting agreement with respect to any Shareholders' Shares of such Shareholder, (C) enter into any agreement or arrangement providing for any of the Owned Shares actions described in clause (A) or (iiiB) above or (D) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or could reasonably be expected to have the effect of preventing or disabling the Stockholder any Shareholder from performing such StockholderShareholder's obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. The Stockholder hereby agrees, while While this Agreement is in effect, and except as contemplated hereby, the Stockholder shall not to, directly or indirectly (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) offer for sale, sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the offer for sale, sale, transfer, pledge, encumbrance, assignment or “other disposition of, of any of the Owned SharesShares or any right to receive the Shares (each of the foregoing, a “Transfer”) unless, in connection with such Transfer, the transferee executes an agreement, in form and substance satisfactory to Parent, pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement applicable to the Stockholder and grants to Parent the proxy described in Section 1(b) of this Agreement. While this Agreement is in effect, and except as contemplated hereby, the Stockholder will not (iii) grant any proxies, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares or (iiiii) 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 such the Stockholder's ’s obligations under this Agreement.

Restriction on Transfer, Proxies and Non-Interference. The Except in connection with any arrangements set forth on Schedule I attached to this Agreement, Stockholder hereby agrees, while this Agreement is in effect, and except as contemplated hereby, not to, directly or indirectly to (i) except for transfers to such Stockholder's family or trusts established for the benefit of such Stockholder's family (provided that in the case of this clause (i), the transferee of such shares agrees in writing to be bound by the terms hereof in form reasonably satisfactory to Parent) offer for sale, sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the offer for sale, sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Owned SharesShares or Warrants (other than the exercise of Warrants and options to purchase shares of Company Common Stock) except, in each case, to any person or entity who shall agree to be bound by all of the terms and conditions of this Agreement and the Stockholder shall deliver a duly executed copy of the Agreement to Parent to evidence such Agreement prior to any such sale, transfer, pledge, encumbrance, assignment or other disposition, (ii) grant any proxiesproxies or powers of attorney, deposit any of the Owned Shares into a voting trust or enter into a voting agreement with respect to any of the Owned Shares that is inconsistent with the terms hereof or (iii) take any action that would make any representation or warranty of the 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 its obligations under this Agreement.