Common use of Restrictions on Transfer, Etc Clause in Contracts

Restrictions on Transfer, Etc. Except as expressly provided for herein, or in the Merger Agreement, each Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Shares or Company Stock Rights; (ii) tender any Owned Shares or Company Stock Rights into any tender or exchange offer or otherwise; or (iii) otherwise restrict the ability of such Shareholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Each Shareholder acknowledges and agrees that the intent of the foregoing sentences is to ensure that Parent retains the right under Section 2.4 to vote the Owned Shares and Company Stock Rights in accordance with the terms of Section 2.4. Notwithstanding the foregoing, each Shareholder may make transfers of Owned Shares for estate planning or similar purposes so long as such Shareholder retains control over the voting and disposition of such Owned Shares and agrees in writing prior to such transfer to continue to vote such Owned Shares in accordance with this Agreement. Each Shareholder further agrees to authorize, and hereby authorizes, the Purchaser Parties and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Shares and that this Agreement places limits on the transfer of the Owned Shares.

Restrictions on Transfer, Etc. Except as expressly provided for herein, or in the Merger Agreement, each Shareholder Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Shares or Company Stock RightsOptions; (ii) tender any Owned Shares or Company Stock Rights Options into any tender or exchange offer or otherwise; or (iii) otherwise restrict the ability of such Shareholder Stockholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Each Shareholder Stockholder acknowledges and agrees that the intent of the foregoing sentences is to ensure that Parent retains the right under Section 2.4 to vote the Owned Shares and Company Stock Rights Options in accordance with the terms of Section 2.4. Notwithstanding the foregoing, each Shareholder Stockholder may make transfers Transfers of Owned Shares for estate planning or similar purposes or to such Stockholder’s Affiliates, stockholders, members or partners so long as such Shareholder Stockholder retains control over the voting and disposition of such Owned Shares and agrees in writing prior to such transfer Transfer to continue to vote such Owned Shares in accordance with this Agreement. Each Shareholder Stockholder further agrees to authorize, and hereby authorizes, the Purchaser Parties and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Shares and that this Agreement places limits on the transfer of the Owned Shares.

Restrictions on Transfer, Etc. Except as expressly provided for or permitted herein, or in the Merger Agreement, each Shareholder Contributing Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Shares or Company Stock RightsShares; (ii) tender any Owned Shares or Company Stock Rights into any tender or exchange offer or otherwise; (iii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to such Contributing Stockholder’s Owned Shares or (iiiiv) otherwise restrict the ability of such Shareholder Contributing Stockholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Each Shareholder acknowledges and agrees that the intent of the foregoing sentences is to ensure that Parent retains the right under Section 2.4 to vote the Owned Shares and Company Stock Rights in accordance with the terms of Section 2.4. Notwithstanding the foregoing, each Shareholder Contributing Stockholder may make transfers of Owned Shares (a) for estate planning or similar purposes so long as such Shareholder Contributing Stockholder or another Contributing Stockholder retains control over the voting and disposition of such Owned Shares and agrees in writing prior to such transfer to continue to vote such Owned Shares in accordance with this AgreementAgreement and (b) pursuant to the Equity Rollover Commitment of such Contributing Stockholder. Each Shareholder Contributing Stockholder further agrees to authorize, authorize and hereby authorizes, the Purchaser Parties authorizes Parent and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Shares and that this Agreement places limits on the transfer voting of the Owned Shares.