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

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated hereby, from and after the date of this Agreement and ending as of the first to occur of the Effective Time or the 548th day following the Termination Date, Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of Stockholder's Shares not to, directly or indirectly, without the consent of Parent: (A) 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 his Shares, or any interest therein, (B) grant any proxies or powers of attorney, deposit any or all of his Shares into a voting trust or enter into a voting agreement with respect to his Shares, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (B) above, or (D) take any action that could reasonably be expected to have the effect of preventing or disabling Stockholder from performing his obligations under this Agreement; provided, however, that after the occurrence of the Termination Date, Stockholder may, in accordance with Section 4, sell or tender any or all of his Shares, or take any of the other actions described above, in connection with an Acquisition Proposal.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated hereby, from and after the date of this Agreement and ending as of the first to occur of the Effective Time or the 548th day following first anniversary of the Termination Date, Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of Stockholder's Shares not to, directly or indirectly, without the consent of Parent: (A) 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 his Shares, or any interest therein, (B) grant any proxies or powers of attorney, deposit any or all of his Shares into a voting trust or enter into a voting agreement with respect to his Shares, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (B) above, or (D) take any action that could reasonably be expected to have the effect of preventing or disabling Stockholder from performing his obligations under this Agreement; provided, however, that after the occurrence of the Termination Date, Stockholder may, in accordance with Section 4, sell or tender any or all of his Shares, or take any of the other actions described above, in connection with an Acquisition Proposal.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated hereby, from From and after the date of this Agreement and ending as of the first Agreement, except pursuant to occur of the Effective Time or the 548th day following the Termination Datethis Agreement, Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of Stockholder's Shares not to, directly or indirectly, indirectly without the consent of Parent, in respect of any Takeover Proposal or otherwise: (A) 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 his Shares, such Stockholder's Shares or any interest thereintherein or enter into any agreement or arrangement providing for any actions described in this clause (A), (B) grant any proxies or powers of attorney, deposit any or all of his such Stockholder's Shares into a voting trust or enter into a voting agreement with respect to his any of such Stockholder's Shares, (C) or enter into any agreement or arrangement providing for any of the actions described in clause (AB) or (B) above, or (DC) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing his such Stockholder's obligations under this Agreement; provided, however, that after the occurrence of the Termination Date, Stockholder may, in accordance with Section 4, sell or tender any or all of his Shares, or take any of the other actions described above, in connection with an Acquisition Proposal.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated hereby, from and after the date of this Agreement and ending as of the first to occur of the Effective Time or the 548th day following the Termination Date, Stockholder Shareholder shall not, and shall cause each of his Affiliates affiliates who Beneficially Own any of StockholderShareholder's Applicable Shares or Company Options not to, directly or indirectly, without the consent of ParentPurchaser: (Ai) 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 his SharesApplicable Shares or Company Options, or any interest therein, (Bii) grant any proxies or powers of attorney, deposit any or all of his Applicable Shares or Company Options into a voting trust or enter into a voting agreement with respect to his SharesApplicable Shares or Company Options, (Ciii) enter into any agreement or arrangement providing for any of the actions described in clause (Ai) or (Bii) above, or (Div) take any action that could reasonably be expected to have the effect of preventing or disabling Stockholder Shareholder from performing his obligations under this Agreement; provided, however, that . From and after the occurrence date of this Agreement and ending as of the Termination Date, Stockholder may, Shareholder shall not enter into any agreement or understanding with any Person or entity the effect of which would be inconsistent with or violate the provisions and agreements contained in accordance with this Section 4, sell or tender any or all of his Shares, or take any of the other actions described above, in connection with an Acquisition Proposal.7.1

Restriction on Transfer, Proxies and Non-Interference. Except as expressly otherwise contemplated herebyby the Asset Purchase Agreement or this Agreement, from and after the date of this Agreement and ending as of the first to occur of the Effective Time or the 548th day following on the Termination Date, the Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of Stockholder's Shares not to, directly or indirectly, without the consent of ParentPurchaser in respect of any Transaction Proposal or otherwise: (A) 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 ofof (each, a "Transfer"), any or all of his the Shares, or any interest therein, (B) grant any proxies or powers of attorney, deposit any or all of his Shares into a voting trust or enter into a voting agreement with respect to his any Shares, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (B) above, above or (D) take any action that could would reasonably be expected to have the effect of preventing or disabling the Stockholder from performing his the Stockholder's obligations under this Agreement; provided, however, that after the occurrence of the Termination Date, Stockholder may, in accordance with Section 4without the consent of Purchaser, sell or tender any or all Transfer his Shares to members of his Sharesfamily and/or Affiliates, or take any further provided, however, that such transferees agree to be bound by the terms of the other actions described above, in connection with an Acquisition Proposalthis Agreement.

Restriction on Transfer, Proxies and Non-Interference. Except as expressly contemplated hereby, from and after the date of this Agreement and ending as of the first to occur of the Effective Time or the 548th day following the Termination Date, Stockholder shall not, and shall cause each of his Affiliates who Beneficially Own any of Stockholder's ’s Shares not to, directly or indirectly, without the consent of Parent: (A) 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 his Shares, or any interest thereintherein (excluding transfers by testamentary or intestate succession), (B) grant any proxies or powers of attorney, deposit any or all of his Shares into a voting trust or enter into a voting agreement with respect to his Shares, (C) enter into any agreement or arrangement providing for any of the actions described in clause (A) or (B) above, or (D) take any action that could reasonably be expected to have the effect of preventing or disabling Stockholder from performing his obligations under this Agreement; provided, however, that after the occurrence of the Termination Date, Stockholder may, in accordance with Section 4, may sell or tender any or all of his Shares, or take any of the other actions described above, in connection with an a Company Acquisition Proposal.