Transfers of Company Common Stock; Custody Clause Samples

Transfers of Company Common Stock; Custody. Except as set forth on Schedule 6.2, each Shareholder shall not, except as contemplated in Schedule 6.2, prior to the earlier of (i) the Closing Date and (ii) the termination of this Agreement in accordance with its terms, (x) sell, transfer, give, pledge, assign or otherwise dispose of (collectively, "Transfer"), or consent to any Transfer of, any or all of such Shareholder's Company Common Stock or any interest therein or enter into any contract, option or other arrangement (including any profit sharing arrangement), written or oral, with respect to the Transfer of, the Company Common Stock to any Person other than pursuant to the terms of the Transaction or (y) deposit the Company Common Stock in a voting trust or enter into any voting arrangement, whether by proxy, power of attorney, voting agreement or otherwise, with respect to the Company Common Stock (except for any voting trust or voting arrangement established by the Shareholders for the purpose of consummating the Transaction; provided that any power of attorney entered into by a Shareholder solely authorizes the attorney-in-fact to consummate the Transaction and requires the attorney-in-fact to make an undertaking to comply with the terms hereof) or (z) agree or commit to take any of the foregoing actions. At all times from the date hereof until the Closing, the stock certificates representing the shares of Company Common Stock held by the Shareholders shall be placed with an independent third party pursuant to the Custody Agreement. If a Shareholder requests a Transfer of the Shareholder's Company Common Stock to a permitted transferee listed and meeting the qualifications set forth in Schedule 6.2, the Shareholders and Purchaser shall deliver a joint written instruction to the Custodian as necessary to effect such Transfer (including with respect to the exchange of certificates), provided that replacement certificates representing such Company Common Stock (owned as applicable by the Transferring Shareholder or the permitted transferee) shall remain in the custody of the Custodian unless and until delivered pursuant to Section 5.19.