Common use of Restrictions on Shares Clause in Contracts

Restrictions on Shares. (a) Stockholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, reduce its economic risk in, or encumber, the Shares (as defined in Section 4(a) below) or any New Shares (as defined in Section 1(d) below), or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined below); provided, however, that nothing contained herein will be deemed to restrict the ability of Stockholder to exercise, prior to the end of the Expiration Period, any Company Options and Other Rights (as defined in Section 4(b) below) held by Stockholder; provided, further, that Stockholder may transfer or otherwise dispose of Shares and New Shares (i) to any member of Stockholder’s immediate family, (ii) to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes, (iii) to a charitable organization qualified under Section 510(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv) in connection with or for the purpose of personal tax-planning; provided, however, that any transfer referred to in the foregoing clauses (i) through (iv) and the introductory language thereto shall be permitted only if, as a precondition to such transfer, the transferee agrees to be bound by the terms and conditions of this Agreement and, if requested by Parent, to execute a Proxy (as defined in Section 3 below). As used herein, the term “

Restrictions on Shares. (a) Stockholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge assign, pledge, hypothecate, tender or otherwise dispose of, reduce its economic risk in, or encumber, the Shares (as defined in Section 4(a) below) Subject Securities or any New Shares (as defined in Section 1(d) below)interest therein, or make any offer or enter into any agreement or binding agreement, arrangement or commitment understanding providing for any of the foregoing, at any time prior to the Expiration Time (as defined below)Time; provided, however, that that: (i) nothing contained herein will be deemed to restrict the ability of Stockholder (or shall require Stockholder) to exercise, prior to the end of the Expiration Period, exercise any Company Options and Other Rights (as defined in Section 4(b4(a) below) held by StockholderStockholder as long as the shares received pursuant to any such exercise will be treated as Subject Securities and will be subject to the terms and restrictions of this Agreement; provided, further, that and (ii) Stockholder may transfer or otherwise dispose of Shares and New Shares Subject Securities (iA) to any member of Stockholder’s immediate family, ; (iiB) to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes; (C) to one or more partners, subsidiaries and entities that control, are controlled by or are under common control with, Stockholder; or (iiiD) to a charitable organization qualified under Section 510(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv) in connection with or for the purpose of personal tax-planning; provided, however, that any transfer referred to in the foregoing clauses “(i) through A),” “(iv) B),” “(C)” and the introductory language thereto “(D)” shall be permitted only if, as a precondition to such transfer, the transferee agrees to be bound by the terms and conditions of this Agreement and, if requested by Parent, to and execute a Proxy (as defined Voting Agreement in Section 3 below). As used herein, the term “form identical to this Agreement.

Restrictions on Shares. (a) Except for sales of Shares during the period beginning on the date hereof and ending on the fifth Business Day after the date hereof pursuant to the terms of any trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act prior to the date of this Agreement, Stockholder shall not, directly or indirectly, (i) transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, reduce its economic risk in, of or encumber, the Shares (as such term is defined in Section 4(a) 4 below) or any New Shares (as such term is defined in Section 1(d) below), (ii) enter into a swap or similar transaction that transfers the economic consequences of ownership of the Shares or any New Shares, or (iii) make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined below)Date; provided, however, that nothing contained herein will be deemed to restrict the ability of Stockholder to exercise, prior to the end of the Expiration PeriodDate, any Company Options and Other Rights (as defined in Section 4(b) below) held by Stockholder; provided, further, that Stockholder may transfer or otherwise dispose of Shares and New Shares (iw) to any member of Stockholder’s immediate family, (iix) to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes, (iiiy) to a charitable entity qualified as a 501(c)(3) organization qualified under Section 510(c)(3) of the Internal Revenue Code of 1986, as amended, or (ivz) in connection with or for the purpose of personal tax-planning; provided, howeverfurther, that any such transfer referred to in the foregoing clauses (i) through (iv) and the introductory language thereto shall be permitted only if, as a precondition to such transfer, the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement and, if requested by Parent, to execute a Proxy (as defined in Section 3 below)Agreement. As used herein, the term “

Restrictions on Shares. (a) Stockholder Shareholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, reduce its economic risk in, or encumber, the Shares (as defined in Section 4(a) 4 below) or any New Shares (as defined in Section 1(d) below), or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined belowbelow in this Section 1(a)); provided, however, that nothing contained herein will be deemed to restrict the ability of Stockholder Shareholder to exercise, prior to the end of the Expiration PeriodTime, any Company Options and Other Rights (as defined in Section 4(b) below) held by StockholderShareholder; provided, further, that Stockholder Shareholder may transfer or otherwise dispose of Shares and New Shares (i1) to any member of StockholderShareholder’s immediate family, (ii2) to a trust for the benefit of Stockholder Shareholder or any member of StockholderShareholder’s immediate family for estate planning purposes, (iii3) to a charitable organization qualified under Section 510(c)(3501(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv4) in connection with or for the purpose of personal tax-tax planning; provided, however, that any transfer referred to in the foregoing clauses (i1) through (iv4) and the introductory language thereto shall be permitted only if, as a precondition to such transfer, the transferee agrees to be bound by the terms and conditions of this Agreement and, if requested by Parent, to execute a Proxy (as defined in Section 3 belowbelow pursuant to, and in accordance with, the terms of Shareholder’s 10b5-1 plan or arrangement with the Company, if any, as in effect as of the date of this Agreement). As used hereinin this Agreement, the term “

Restrictions on Shares. (a) Except pursuant to the written consent of IGA (which may be withheld in its sole discretion), Stockholder shall not, directly or indirectly, effect a private transfer or sale (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, reduce its economic risk in, or encumber, the Shares (as defined in Section 4(a) below) or any New Shares (as defined in Section 1(d) below), or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined below); provided, however, that nothing contained herein will be deemed to restrict the ability of Stockholder to exercise, prior to the end of the Expiration Period, any Company Options and Other Rights (as defined in Section 4(b) below) held by Stockholder; provided, further, that Stockholder may transfer or otherwise dispose of Shares and New Shares without the written consent of IGA (i) to any member of Stockholder’s immediate family, (ii) to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes, (iii) to a charitable organization qualified under Section 510(c)(3501(c)(3) of the Internal Revenue Code of 1986, as amended, or (iv) in connection with or for the purpose of personal tax-planning, or (v) to buyers in open market brokered transactions in accordance with applicable securities laws; provided, howeverfurther, that any transfer referred to in the foregoing clauses (i) through (iv) and the introductory language thereto thereto, or in the event IGA consents to a private transfer or sale or encumbrance, shall only be permitted only if, as a precondition to such transfertransfer or encumbrance, the transferee or secured party agrees to be bound by the terms and conditions of this Agreement and, if requested by ParentIGA, to execute a Proxy (as defined in Section 3 below). As used herein, the term “

Restrictions on Shares. (a) Except for sales of Shares during the period beginning on the date hereof and ending on the 5th Business Day after the date hereof pursuant to the terms of any trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act prior to the date of this Agreement, Stockholder shall not, directly or indirectly, (i) transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, reduce its economic risk in, or encumber, the Shares (as such term is defined in Section 4(a) 4 below) or any New Shares (as such term is defined in Section 1(d) below), (ii) enter into a swap or similar transaction that transfers the economic consequences of ownership of the Shares or any New Shares, or (iii) make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined below)Date; provided, however, that nothing contained herein will be deemed to restrict the ability of Stockholder to exercise, prior to the end of the Expiration PeriodDate, any Company Options and Other Rights (as defined in Section 4(b) below) held by Stockholder; provided, further, that Stockholder may transfer or otherwise dispose of Shares and New Shares (iw) to any member of Stockholder’s immediate family, (iix) to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes, (iiiy) to a charitable entity qualified as a 501(c)(3) organization qualified under Section 510(c)(3) of the Internal Revenue Code of 1986, as amended, or (ivz) in connection with or for the purpose of personal tax-planning; provided, howeverfurther, that any such transfer referred to in the foregoing clauses (i) through (iv) and the introductory language thereto shall be permitted only if, as a precondition to such transfer, the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement and, if requested by Parent, to execute a Proxy (as defined in Section 3 below)Agreement. As used herein, the term “

Restrictions on Shares. (a) Except for sales of Shares during the period beginning on the date hereof and ending on the fifth Business Day after the date hereof pursuant to the terms of any trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act prior to the date of this Agreement, Stockholder shall notnot at any time prior to the Expiration Date, directly or indirectly, (i) transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, reduce its economic risk in, or encumber, the Shares (as such term is defined in Section 4(a) below4) or any New Shares (as such term is defined in Section 1(d) below)), (ii) enter into a swap or similar transaction that transfers the economic consequences of ownership of the Shares or any New Shares or (iii) make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Expiration Time (as defined below); provided, however, provided that nothing contained herein will be deemed to restrict the ability of Stockholder to exercise, prior to the end of the Expiration PeriodDate, any Company Options and Other Rights (as defined in Section 4(b) below) held by Stockholder; provided, further, that Stockholder may transfer or otherwise dispose of Shares and New Shares (iA) to any member of Stockholder’s immediate family, (iiB) to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family for estate planning purposes, (iiiC) to a charitable entity qualified as a 501(c)(3) organization qualified under Section 510(c)(3) of the Internal Revenue Code of 1986, as amended, or (ivD) in connection with or for the purpose of personal tax-planning; provided, howeverfurther, that any such transfer referred to in the foregoing clauses (i) through (iv) and the introductory language thereto shall be permitted only if, as a precondition to such transfer, the transferee agrees in writing to be bound by all of the terms and conditions of this Agreement and, if requested by Parent, to execute a Proxy (as defined in Section 3 below)Agreement. As used herein, the term “

Restrictions on Shares. (a) Stockholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of, reduce its economic risk in, or encumber, the Shares (as defined in Section 4(a) below) or any New Shares (as defined in Section 1(d) below), or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, at any time prior to the Restriction Expiration Time Date, (as defined below); providedi) offer, howeversell, that nothing contained herein will be deemed assign, transfer, pledge, contract to restrict the ability of Stockholder to exercisesell, prior to the end of the Expiration Period, any Company Options and Other Rights (as defined in Section 4(b) below) held by Stockholder; provided, further, that Stockholder may transfer or otherwise dispose of, any Parent Shares or securities convertible into or exercisable or exchangeable for capital stock of Shares and New Shares (i) to any member of Stockholder’s immediate familyParent, (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Parent Shares or securities convertible into or exercisable or exchangeable for capital stock of Parent, or (iii) engage in any short selling of any Parent Shares or securities convertible into or exercisable or exchangeable for capital stock of Parent, except for transfers (A) to any trust for the direct benefit of Stockholder, (B) if such Stockholder is a natural person, to such Stockholder’s parents, siblings, spouse, children, nieces, nephews or grandchildren or any person sharing the Stockholder’s household (other than a tenant or employee), or a trust for the direct benefit of Stockholder any of the foregoing, (C) by will or any member of intestacy to Stockholder’s immediate family for estate planning purposeslegal representative, (iiiD) to a charitable organization qualified an Affiliate (as defined under Section 510(c)(3the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder) of the Internal Revenue Code of 1986, as amendedsuch Stockholder, or (ivE) in connection with distributions of securities to partners, members or stockholders of the Stockholder not involving a disposition for the purpose of personal tax-planningvalue; provided, however, that any such transfer referred to described in the foregoing clauses (iA) through – (ivE) and the introductory language thereto above shall be permitted only if, as a precondition condition to the effectiveness of such transfer, (x) the transferee agrees in writing to be bound by to all of the terms and conditions of set forth in this Agreement and (y) such transfer would not require the registration of such Parent Shares pursuant to any applicable federal, state or other securities laws or result in Parent being required to register any class of its equity securities with any Governmental Entity, and, if requested with respect to clauses (D) and (E), unless waived by Parent, Parent shall receive a written opinion reasonably satisfactory to execute a Proxy (as defined Parent and Parent’s counsel to such effect that such transfer would not require the registration of such Parent Shares. For clarity, the foregoing restrictions in this Section 3 below)1(a) shall apply only to transactions relating to the Parent Shares and not to transactions relating to securities of Parent acquired in any transactions other than pursuant to the Merger Agreement. As used herein, the term “