Transfer of Covered Securities. Each Shareholder, severally as to itself only, but not jointly with any other Shareholder, agrees that, during the period commencing on the date hereof and continuing until this Agreement is terminated in accordance with its terms, such Shareholder shall not, directly or indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose of any or all of such Shareholder's Covered Securities or any interest in such Covered Securities, (b) deposit any such Covered Securities or any interest in any such Covered Securities into a voting trust or enter into a voting agreement or arrangement with respect to any such Covered Securities or grant any proxy with respect thereto (other than as contemplated herein), or (c) enter into any contract, commitment, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, pledge, encumbrance, transfer or other disposition of any such Covered Securities. The foregoing shall not prevent any Shareholder from transferring Covered Securities to any affiliate of such Shareholder that is also a Shareholder (it being understood that such Covered Securities shall remain Covered Securities hereunder), and Annex A will be revised accordingly as needed.
Transfer of Covered Securities. (a) Stockholder agrees not to, directly or indirectly, at any time during the Voting Period, other than as may be required by any Order or Applicable Law, (i) sell (constructively or otherwise), assign, transfer (including by operation of law), pledge, grant, dispose of or otherwise encumber any of the Covered Securities or otherwise agree to do any of the foregoing (each, a “Transfer”), (ii) deposit any Covered Securities 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, (iii) enter into any Contract, option or other arrangement or undertaking with respect to the direct or indirect Transfer by Stockholder of any Covered Securities or (iv) take any action that would make any representation or warranty of Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations hereunder, in each case other than Permitted Transfers. Any Transfer or attempted Transfer of any Covered Securities in violation of any provision of this Agreement shall be void ab initio and of no force or effect.
Transfer of Covered Securities. Except as otherwise contemplated by the Business Combination Agreement or this Agreement, each Noteholder agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), create any Lien or pledge, dispose of or otherwise encumber any of the Covered Securities or otherwise enter into any contract, option, commitment or other arrangement or understanding with respect to the foregoing, (b) deposit any of the Covered Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto, or take any other action which would, or would reasonably be expected to, be inconsistent with this Agreement or result in a diminution of the voting power represented by the Covered Securities , (c) enter into any contract, option or other arrangement or undertaking requiring the direct acquisition or sale, assignment, transfer or other disposition of any of the Covered Securities; provided, that, in the case of a stockholder that is an individual or trust, such stockholder may transfer or agree to transfer Covered Securities, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization, including a donor advised trust, and such transferee shall sign a joinder to this Agreement and agree to be bound by the terms hereof as if an original Noteholder party hereto, or (d) commit or agree to take any of the foregoing actions.
Transfer of Covered Securities. (a) Equityholder agrees not to, directly or indirectly, at any time during the Voting Period, other than as may be required by any Order or applicable Law, (i) Transfer, (ii) deposit any Covered Securities 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, (iii) enter into any Contract, option or other arrangement or undertaking with respect to the direct or indirect Transfer by Equityholder of any Covered Securities or (iv) take any action that would make any representation or warranty of Equityholder herein untrue or incorrect or would reasonably be expected to have the effect of impairing the ability of Equityholder to perform Equityholder’s obligations hereunder, or preventing or delaying the consummation of any of the transactions contemplated by the Merger Agreement, in each case other than Permitted Transfers. Any Transfer or attempted Transfer of any Covered Securities in violation of any provision of this Agreement shall be null and void ab initio and of no force or effect.
