Common use of Transfer of the Shares Clause in Contracts

Transfer of the Shares. During the term of this Agreement, except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of (including by operation of Law), or create any Lien on, any of the Shares, (b) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, (c) enter into any contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares or any other securities of the Company, (d) exercise any rights (including, without limitation, under Section 262 of the Delaware Law) to demand appraisal of any Shares which may arise with respect to the Merger, or (e) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, each Stockholder may transfer Securities to (x) an affiliate of the Stockholder, (y) any member of the immediate family of the Stockholder or trusts for the benefit of family members of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), agrees to be bound by this Agreement.

Transfer of the Shares. During the term of this Agreement, ---------------------- except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of (including by operation of Law)of, or create encumber with any Lien onLien, any of the Shares, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any shares of Company Common Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options), (c) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, (cd) enter into any contractContract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares or any other securities of the Company, (d) exercise any rights (including, without limitation, under Section 262 of the Delaware Law) to demand appraisal of any Shares which may arise with respect to the Merger, Company or (e) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby. Notwithstanding hereby or which would otherwise diminish the foregoing, each Stockholder may transfer Securities benefits of this Agreement to (x) an affiliate of the Stockholder, (y) any member of the immediate family of the Stockholder Parent or trusts for the benefit of family members of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), agrees to be bound by this AgreementPurchaser.

Transfer of the Shares. During the term of this Agreement, except with the written consent of Parent or Purchaser or as otherwise expressly provided herein, each Stockholder Shareholder agrees that such Stockholder Shareholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of (including by operation of Law)of, or create encumber with any Lien onLien, any of the SharesSecurities, except for (i) transfers to any spouse or descendant of such Shareholder, or any trust or retirement plan or account for the benefit of such Shareholder, spouse or descendant; provided that any such transfer shall not release the transferring Shareholder of any of its obligations under this Agreement and any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) purchase or otherwise voluntarily acquire any Securities (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options), (c) deposit the Shares Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Shares Securities or grant any proxy or power of attorney with respect to the Shares, (cd) enter into any contractContract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares Securities or any other securities of the Company, (d) exercise any rights (including, without limitation, under Section 262 of the Delaware Law) to demand appraisal of any Shares which may arise with respect to the Merger, Company or (e) take any other action that would in any way destroy, materially diminish or impair the voting power or economic rights or other rights attributable to such Shareholder’s Shares or materially restrict, limit or interfere with the performance of such Stockholder's Shareholder’s obligations hereunder or the transactions contemplated hereby. Notwithstanding hereby or which would otherwise materially diminish the foregoing, each Stockholder may transfer Securities benefits of this Agreement to (x) an affiliate of the Stockholder, (y) any member of the immediate family of the Stockholder Parent or trusts for the benefit of family members of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), agrees to be bound by this AgreementPurchaser.

Transfer of the Shares. During the term of this Agreement, except with the written consent of Parent or Subsidiary or as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of (including by operation of Law)of, or create encumber with any Lien onLien, any of the SharesSecurities, except for (i) transfers to any spouse or descendant of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided that any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) purchase or otherwise voluntarily acquire any Securities (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options or by vesting of any of the Stock Grants), (c) deposit the Shares Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Shares Securities or grant any proxy or power of attorney with respect to the Shares, (cd) enter into any contractContract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares Securities or any other securities of the Company, (d) exercise any rights (including, without limitation, under Section 262 of the Delaware Law) to demand appraisal of any Shares which may arise with respect to the Merger, or (e) take any other action that would in any way destroy, materially diminish or impair the voting power or economic rights or other rights attributable to such Stockholder’s Shares or materially restrict, limit or interfere with the performance of such Stockholder's ’s obligations hereunder or the transactions contemplated hereby. Notwithstanding hereby or which would otherwise materially diminish the foregoing, each Stockholder may transfer Securities benefits of this Agreement to (x) an affiliate of the Stockholder, (y) any member of the immediate family of the Stockholder Parent or trusts for the benefit of family members of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), agrees to be bound by this AgreementSubsidiary.

Transfer of the Shares. During the term of this Agreement, except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of (including by operation of Law)of, or create encumber with any Lien onLien, any of the Shares, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of Law; provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any shares of Common Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 5 or by exercising any of the Options, Warrants or Rights), (c) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, (cd) enter into any contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares or any other securities of the Company, (de) exercise any rights (including, without limitation, under Section 262 of the Delaware General Corporation Law) to demand appraisal of any Shares which may arise with respect to the Merger, or (e) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, each Stockholder may transfer Securities to (x) an affiliate of the Stockholder, (y) any member of the immediate family of the Stockholder or trusts for the benefit of family members of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), agrees to be bound by this Agreement.arise

Transfer of the Shares. During the term of this Agreement, except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, offer for sale, transfer, pledge, assign, hypothecate or otherwise dispose of (including by operation of Law)of, or create encumber with any Lien onsecurity interest, lien, claim, pledge, option, right of first refusal, agreement, charge or other encumbrance or restriction or limitation on such Stockholder's right to vote or dispose of, whether directly or indirectly, any of the Shares, (b) acquire any shares of Common Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 4 or by exercising any of the Options or otherwise pursuant to Company Benefit Plans), (c) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, (cd) enter into any contract, option commitment, arrangement, understanding or other arrangement relationship (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation hypothecation, disposition or encumbrance with any security interest, lien, claim, pledge, option, right of first refusal, agreement, charge or other encumbrance or restriction or limitation, or other disposition of any interest in or the voting of any Shares or any other securities of the Company, (de) exercise any rights (including, without limitation, under Section 262 of the Delaware General Corporation Law) to demand appraisal of any Shares which may arise with respect to the Merger, or (ef) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby. Notwithstanding hereby or which would otherwise diminish the foregoing, each Stockholder may transfer Securities benefits of this Agreement to (x) an affiliate of the Stockholder, (y) any member of the immediate family of the Stockholder Parent or trusts for the benefit of family members of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), agrees to be bound by this AgreementPurchaser.

Transfer of the Shares. During the term of this Agreement, except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of (including by operation of Law)of, or create encumber with any Lien onLien, any of the Shares, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of Law; provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any shares of Common Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 5 or by exercising any of the Options, Warrants or Rights), (c) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, (cd) enter into any contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares or any other securities of the Company, (de) exercise any rights (including, without limitation, under Section 262 of the Delaware General Corporation Law) to demand appraisal of any Shares which may arise with respect to the Merger, or (ef) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby. Notwithstanding hereby or which would otherwise diminish the foregoing, each Stockholder may transfer Securities benefits of this Agreement to (x) an affiliate of the Stockholder, (y) any member of the immediate family of the Stockholder Purchaser or trusts for the benefit of family members of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), agrees to be bound by this AgreementMerger Sub.

Transfer of the Shares. During the term of this Agreement, ---------------------- except with the written consent of Parent or Purchaser or as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of (including by operation of Law)of, or create encumber with any Lien onLien, any of the SharesSecurities, except for (i) transfers to any spouse or descendant of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided that any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) purchase or otherwise voluntarily acquire any Securities (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options or, subject to clause (e) below, conversion of Company Preferred Stock), (c) deposit the Shares Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Shares Securities or grant any proxy or power of attorney with respect to the Shares, (cd) enter into any contractContract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares Securities or any other securities of the Company, (de) exercise convert any rights (including, without limitation, under Section 262 shares of Company Preferred Stock into shares of Company Common Stock unless directed to do so by Parent or Purchaser or unless the Company Preferred Stock is called for redemption by the Company not in violation of the Delaware Law) to demand appraisal of any Shares which may arise with respect to the Merger, Merger Agreement or (ef) take any other action that would in any way destroy, materially diminish or impair the voting power or economic rights or other rights attributable to such Stockholder's Shares or materially restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby. Notwithstanding hereby or which would otherwise materially diminish the foregoing, each Stockholder may transfer Securities benefits of this Agreement to (x) an affiliate of the Stockholder, (y) any member of the immediate family of the Stockholder Parent or trusts for the benefit of family members of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), agrees to be bound by this AgreementPurchaser.

Transfer of the Shares. During the term of this Agreement, ---------------------- except as otherwise expressly provided hereincontemplated herein and in the Merger Agreement, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of (including by operation of Law)of, or create encumber with any Lien onLien, any of the SharesSecurities, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided that any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any shares of Company Common Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options or Warrants), (c) deposit the Shares Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Shares Securities or grant any proxy or power of attorney with respect to the Shares, (cd) enter into any contractContract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares Securities or any other securities of the Company, (d) exercise any rights (including, without limitation, under Section 262 of the Delaware Law) to demand appraisal of any Shares which may arise with respect to the Merger, Company or (e) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby. Notwithstanding hereby or which would otherwise diminish the foregoing, each Stockholder may transfer Securities benefits of this Agreement to (x) an affiliate of the Stockholder, (y) any member of the immediate family of the Stockholder Parent or trusts for the benefit of family members of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), agrees to be bound by this AgreementPurchaser.

Transfer of the Shares. During the term of this Agreement, except with the written consent of Parent or Purchaser or as otherwise expressly provided herein, each Stockholder Shareholder agrees that such Stockholder Shareholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of (including by operation of Law)of, or create encumber with any Lien onLien, any of the SharesSecurities, except for (i) transfers to any spouse or descendant of such Shareholder, or any trust or retirement plan or account for the benefit of such Shareholder, spouse or descendant; provided that any such transfer shall not release the transferring Shareholder of any of its obligations under this Agreement and any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) purchase or otherwise voluntarily acquire any Securities (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options), (c) deposit the Shares Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Shares Securities or grant any proxy or power of attorney with respect to the Shares, (cd) enter into any contractContract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares Securities or any other securities of the Company, (d) exercise any rights (including, without limitation, under Section 262 of the Delaware Law) to demand appraisal of any Shares which may arise with respect to the Merger, Company or (e) take any other action that would in any way destroy, materially diminish or impair the voting power or economic rights or other rights attributable to such Shareholder's Shares or materially restrict, limit or interfere with the performance of such StockholderShareholder's obligations hereunder or the transactions contemplated hereby. Notwithstanding hereby or which would otherwise materially diminish the foregoing, each Stockholder may transfer Securities benefits of this Agreement to (x) an affiliate of the Stockholder, (y) any member of the immediate family of the Stockholder Parent or trusts for the benefit of family members of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), agrees to be bound by this AgreementPurchaser.

Transfer of the Shares. During Proxies and Non-Interference. Prior to the term termination of this Agreement, except as otherwise expressly provided herein, each Stockholder of the Shareholders severally agrees that such Stockholder will not it shall not, directly or indirectly, (ai) tender into any tender or exchange offer or otherwise for sale, sell, transfer, tender, pledge, encumber, assign, hypothecate or otherwise dispose of (including by operation of Law), or create any Lien onof, any or all of the its Shares; (ii) enter into any Contract, option or understanding with respect to any transfer of any or all of its Shares or any interest therein; (biii) except as provided herein, grant any proxy, power-of-attorney or other authorization or consent in or with respect to its Shares; (iv) deposit the its Shares into a voting trust, trust or enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the its Shares, (c) enter into any contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares or any other securities of the Company, (d) exercise any rights (including, without limitation, under Section 262 of the Delaware Law) to demand appraisal of any Shares which may arise with respect to the Merger, ; or (ev) take any other action that would in any way restrict, limit or interfere with the performance of such StockholderShareholder's obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, each Stockholder Shareholder may transfer Securities its Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound by the terms and provisions set forth herein and executes and delivers to Purchaser a copy of this Agreement, (xii) an affiliate to any trust for the direct or indirect benefit of the Stockholder, (y) any member of undersigned or the immediate family of the Stockholder or trusts for undersigned, provided that the benefit of family members trustee of the Stockholder or (z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if and to the extent that any individual or entity referred to in clauses (x), (y) and (z), trust agrees to be bound by the terms and provisions set forth herein and executes and delivers to Purchaser a copy of this Agreement or (iii) with the prior written consent of Purchaser. For purposes of this Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the terms and provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. Notwithstanding the foregoing, no transfer permitted hereunder shall release the transferring Shareholder from its obligations under this Agreement (including, without limitation, pursuant to Section 7 hereunder).