Common use of Transfer of the Shares Clause in Contracts

Transfer of the Shares. During the term of this Agreement, except as otherwise provided herein, the Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign or otherwise dispose of, or offer to do any of the foregoing or encumber with any Lien, any of the Shares, (b) acquire any Common Shares or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 3.2), (c) deposit the Shares into a voting trust, enter into any other voting or support agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment or other disposition of any interest in or the voting of any Common Shares, Preferred Shares or any other securities of the Company.

Transfer of the Shares. During the term of this Agreement, except as otherwise provided hereinherein or in the Merger Agreement, the Stockholder Shareholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign or otherwise dispose of, or offer to do any of the foregoing or encumber with any LienEncumbrance, any of the Shares, (b) acquire any Company Common Shares Share or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 3.22.02), (c) deposit the Shares into a voting trust, enter into any other voting or support agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment or other disposition of any interest in or the voting of any Company Common Shares, Preferred Shares Share or any other securities of the Company.

Transfer of the Shares. During the term of this Agreement, except as otherwise provided herein, the Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign assign, hypothecate or otherwise dispose of, or offer to do any of the foregoing or encumber with any Lien, any of the Shares, (b) acquire any shares of Common Shares Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 3.26), including, without limitation, by exercising any of the Options, (c) deposit the Shares into a voting trust, enter into any other a voting or support agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment assignment, hypothecation or other disposition of any interest in or the voting of any shares of Common Shares, Preferred Shares Stock or any other securities of the Company.

Transfer of the Shares. During the term of this Agreement, except as ---------------------- otherwise provided herein, the Stockholder Shareholder will not (a) tender into any tender or exchange offer (other than the Offer) or otherwise sell, transfer, pledge, assign assign, hypothecate or otherwise dispose of, or offer to do any of the foregoing or encumber with any LienEncumbrance, any of the Shares, (b) acquire exercise any Common Shares or other securities of the Company Options (otherwise than in connection with a transaction except to the extent permitted under Section 2.6 of the type described in Section 3.2Merger Agreement), (c) deposit the Shares into a voting trust, enter into any other a voting or support agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or acquisition, sale, transfer, pledge, assignment assignment, hypothecation or other disposition of any interest in or the voting of any shares of Common Shares, Preferred Shares Stock or any other securities of the Company.

Transfer of the Shares. During the term of this Agreement, except as otherwise provided herein, the Stockholder Shareholder will not (a) tender into any tender or exchange offer (other than the Offer) or otherwise sell, transfer, pledge, assign assign, hypothecate or otherwise dispose of, or offer to do any of the foregoing or encumber with any LienEncumbrance, any of the Shares, (b) acquire exercise any Common Shares or other securities of the Company Options (otherwise than in connection with a transaction except to the extent permitted under Section 2.6 of the type described in Section 3.2Merger Agreement), (c) deposit the Shares into a voting trust, enter into any other a voting or support agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or acquisition, sale, transfer, pledge, assignment assignment, hypothecation or other disposition of any interest in or the voting of any shares of Common Shares, Preferred Shares Stock or any other securities of the Company.

Transfer of the Shares. During the term of this Agreement, except as otherwise provided herein, the Stockholder Shareholder will not (a) tender into any tender or exchange offer or otherwise to sell, transfersell, pledge, assign pledge or otherwise dispose of, of or offer to do transfer any of the foregoing interest in or encumber with any Lien, Lien any of the Shares, (b) acquire any shares of Common Shares Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 3.27 and any such additional shares or securities will be deemed Shares and included in the Shares subject to this Agreement), (c) deposit the Shares into a voting trust, enter into any other a voting or support agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment or other disposition of or transfer of any interest in or the voting of any shares of Common Shares, Preferred Shares Stock or any other securities of the Company. 5.

Transfer of the Shares. During the term of this Agreement, except as otherwise provided herein, the Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign or otherwise dispose of, or offer to do any of the foregoing or encumber with any Lien, any of the Shares, (b) acquire any Common Shares or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 3.2), (c) deposit the Shares into a voting trust, enter into any other voting or support agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment or other disposition of any interest in or the voting of any Common Shares, Preferred Shares or any other securities of the Company.

Transfer of the Shares. During the term of this ---------------------- Agreement, except as otherwise provided hereinherein or in the Conversion Agreement, the Stockholder Stockholders will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign assign, hypothecate or otherwise dispose of, or offer to do any of the foregoing or encumber with any Lien, any of the Shares, (b) acquire any shares of Common Shares Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 3.22.2 of this Agreement), (c) deposit the Shares into a voting trust, enter into any other a voting or support agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, Shares or (d) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment assignment, hypothecation or other disposition of any interest in or the voting of any shares of Common Shares, Preferred Shares Stock or any other securities of the Company.