Common use of Stop Transfer Order Clause in Contracts

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and Shareholder hereby does authorize the Company or its counsel to, notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesShares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities Shares if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Datetermination of this Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares, other than Permitted Transfers (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and hereby does authorize and instruct the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (Existing Shares owned beneficially and that this Agreement places limits on of record by the voting Stockholder and transfer of such shares); provided that, all Shares acquired by the stop transfer order shall not restrict or prohibit any Transfer of Stockholder after the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Datedate hereof.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize authorizes the Company or its counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Stockholder's Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, herewith the Stockholder shall, shall and hereby does authorize the Company or its counsel to, Parent to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, . The Stockholder further agrees to cause the stop Company not to register the transfer order shall not restrict or prohibit of any Transfer certificate representing any of the Subject Securities if Shares unless such transfer is made pursuant to in accordance with the Offer or such Transfer is made at any time following the Expiration Dateterms of this Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares of such Stockholder, other than Permitted Transfers (and that this Agreement places limits on the voting and transfer of such sharesShares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Shareholder hereby authorizes and hereby does authorize instructs the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateShares.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, herewith the Stockholder shall, shall and hereby does authorize the Company or its counsel to, to notify the Company's Parent’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, . The Stockholder further agrees to cause Parent not to register the stop transfer order shall not restrict or prohibit of any Transfer certificate representing any of the Subject Securities if Shares unless such transfer is made pursuant to in accordance with the Offer or such Transfer is made at any time following the Expiration Dateterms of this Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesShares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, herewith the Stockholder shall, Stockholders shall and hereby does do authorize the Company or its counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that. The Company shall not, nor shall it permit the stop Company’s transfer order shall not restrict or prohibit agent to, register the transfer of any Transfer certificate representing any of the Subject Securities if Shares held of record unless such transfer is made pursuant to in accordance with the Offer or such Transfer is made at any time following the Expiration Dateterms of this Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the herewith each Stockholder shall, shall and hereby does authorize the Company or its counsel to, Parent to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, . Each Stockholder further agrees to cause the stop Company not to register the transfer order shall not restrict or prohibit of any Transfer certificate representing any of the Subject Securities if Shares unless such transfer is made pursuant to in accordance with the Offer or such Transfer is made at any time following the Expiration Dateterms of this Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, each Seller shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the Stockholder shall, Stockholders and the Voting Agent shall and do hereby does authorize the Company or its the Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all any of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateSecurities.

Stop Transfer Order. In furtherance of this Agreement, ------------------- concurrently herewith, the herewith each Stockholder shall, shall and hereby does authorize the Company or its counsel to, Parent and Acquisition Sub to notify the Company's transfer agent that there is a stop transfer order with respect to all of such Stockholder's Shares subject to the Subject Securities terms of this Agreement (and that this Agreement places limits on the voting and transfer of such sharesShares); provided that, . The Stockholders further agree to cause the stop Company not to register the transfer order shall not restrict or prohibit of any Transfer of the Subject Securities if certificate representing any Stockholder's Shares unless such transfer is made pursuant to in accordance with the Offer or such Transfer is made at any time following the Expiration Dateterms of this Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and does hereby does authorize and request that the Company or instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order order, consistent with the terms of this Agreement and subject to such transfers as may be permitted by the express terms hereof, with respect to all of the Subject Securities (and that Preferred Shares beneficially owned by the Stockholder. The Company hereby agrees to the restriction on the Transfer of shares of Company Series A Preferred Stock provided for in this Agreement places limits on the voting and transfer of such shares); provided thatagrees not to recognize, the stop transfer order shall not restrict or prohibit authorize or permit any affiliate or agent to recognize, any Transfer in breach of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Datethis Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, hereby authorizes and hereby does authorize instructs the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities Shares held of record by such Stockholder and (i) if this Agreement is terminated in accordance with Section 5.2, then, promptly following the termination of this Agreement, or (ii) immediately following the Closing (and that this Agreement places limits on in any event within such time as would not delay receipt by the voting and transfer Stockholder of such sharesthe Merger Consideration); provided that, the to cause any stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made instructions imposed pursuant to the Offer or such Transfer is made at any time following the Expiration Datethis Section 5.3 to be lifted.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and hereby does authorize the Company or its Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, herewith Shareholder shall and hereby does authorize the Company or its counsel to, Parent and Merger Sub to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares subject to the terms of this Agreement (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, . Shareholder further agrees to cause the stop Company not to register the transfer order shall not restrict or prohibit of any Transfer certificate representing any of the Subject Securities if Shareholder's Shares unless such transfer is made pursuant to in accordance with the Offer or such Transfer is made at any time following the Expiration Dateterms of this Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, hereby authorizes and hereby does authorize instructs the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of such Stockholder’s Covered Shares. The Company agrees that as promptly as practicable after the Subject Securities (and that date of this Agreement places limits on the voting and transfer of Agreement, it shall give such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant instructions to the Offer or such Transfer is made at any time following transfer agent for the Expiration DateCommon Stock.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, The Stockholders hereby authorize and request the Stockholder shall, and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateShares).

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and The Stockholders hereby does authorize the Company or its Company’s and Emerald’s counsel to, to notify the Company's ’s transfer agent that prior to the termination of this Agreement there is a stop transfer order with respect to all of the Subject Securities (Covered Shares and that this Agreement places limits on the voting of the Covered Shares. The Parties acknowledge and transfer of agree that such shares); provided that, the stop transfer order shall not restrict or prohibit apply to any Transfer Transfers to wholly owned Subsidiaries of any of the Subject Securities if such transfer is made Stockholders or pursuant to the Offer Framework Agreement or such Transfer is made at any time following of the Expiration Dateother Transaction Documents.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the The Company or its counsel to, notify shall instruct the Company's transfer agent that that, except as provided in the Stockholders Agreement, there is a stop transfer order with respect to all of the Subject Securities Shares (as defined in the Stockholders Agreement) and that this the Stockholders Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateShares.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Seller shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer except that such order shall not restrict apply to transfers to Purchaser or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateAcquisition.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, each Stockholder hereby authorizes and directs the Stockholder shall, and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Existing Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, hereby authorizes and hereby does authorize instructs the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities Covered Shares held of record by such Stockholder and (i) if this Agreement is terminated in accordance with Section 5.1, then, promptly following the termination of this Agreement, or (ii) immediately following the Closing (and that this Agreement places limits on in any event within such time as would not delay receipt by the voting and transfer Stockholder of such sharesthe Merger Consideration); provided that, the to cause any stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made instructions imposed pursuant to the Offer or such Transfer is made at any time following the Expiration Datethis Section 5.2 to be lifted.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities his Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Stockholders shall and hereby does do authorize the Company or its Company's counsel to, to notify the Company's transfer agent that that, except as permitted pursuant to Section 4.3 of this Agreement, there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesShares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the each Stockholder shall, shall and hereby does authorize the Company or its the Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on Voting Shares. At the voting and transfer request of Parent, each Stockholder shall cause to be provided to Parent evidence of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateorder.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Shareholder hereby authorizes and hereby does authorize instructs the Company or its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (and that Shareholder’s Shares for the period from the date hereof through the term of this Agreement places limits on the voting and transfer of (as contemplated in Section 8), except as otherwise provided for in Section 2(a) hereof. The Company agrees that it shall comply with such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateinstructions.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Existing Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Seller shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Existing Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Each Principal Stockholder shall, and hereby does authorize the Company authorizes Seller or its counsel to, to notify the Company's Buyer’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Covered Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Covered Shares); provided thatprovided, that if Seller or its counsel gives such notification, it shall on the earlier of (i) the Share Issuance and (ii) the Expiration Date further notify the Company’s transfer agent that the stop transfer order shall not restrict or prohibit any Transfer (and all other restrictions) have terminated as of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Datedate.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the each Stockholder shall, shall and hereby does authorize the Company or its the Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on Owned Shares. At the voting and transfer request of any Stockholder, each other Stockholder shall cause to be provided to E&H evidence of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateorder.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the Stockholder shall, shall and does hereby does authorize the Company or its the Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all any of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateSecurities.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the each Stockholder shall, shall and hereby does authorize the Company or its the Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (Voting Shares. At the request of Buyer and that this Agreement places limits on the voting Acquisition Sub, each Stockholder shall cause to be provided to Buyer and transfer Acquisition Sub evidence of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateorder.

Stop Transfer Order. In furtherance Each of this Agreement, concurrently herewith, the Stockholder shall, and the Individual hereby does authorize authorizes and requests the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateShares).

Stop Transfer Order. In furtherance of the transactions contemplated by this Agreement and the Offer Agreement, concurrently herewith, the Stockholder shall, and Shareholder hereby does authorize authorizes the Purchaser to instruct the Company or to direct its counsel to, notify the Company's transfer agent that there is to place a stop transfer order with respect on the Shareholder's Shares and not to all amend, terminate or waive any of the Subject Securities (and that this Agreement places limits on the voting and transfer terms of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer (other than to permit the transfer of the Subject Securities if such transfer is made pursuant Shareholder's Shares to the Offer or such Transfer is made at any time following Offeror) during the Expiration Dateterm of this Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, hereby authorizes and hereby does authorize the instructs Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateShares.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, herewith the Stockholder shall, Shareholder shall and hereby does authorize the Company or its counsel to, Parent to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Covered Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Covered Shares); provided that, . The Shareholder further agrees to cause the stop Company not to register the transfer order shall not restrict or prohibit of any Transfer certificate representing any of the Subject Securities if Covered Shares unless such transfer is made pursuant to in accordance with the Offer or such Transfer is made at any time following the Expiration Dateterms of this Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, each Shareholder hereby authorizes and directs the Stockholder shall, and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject its Existing Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or this Agreement or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Shareholder hereby authorizes and hereby does authorize the Company or instructs First Mutual to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of Shareholder’s Shares for the Subject Securities (and that period from the date hereof through the date this Agreement places limits on is terminated in accordance with Section 7. First Mutual agrees that as promptly as practicable after the voting and transfer date of this Agreement it shall give such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant instructions to the Offer or such Transfer is made at any time following transfer agent for the Expiration DateFirst Mutual Common Stock.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, shall and hereby does authorize and instruct the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (Existing Shares beneficially owned by such Stockholder and that this Agreement places limits on all Shares acquired by such Stockholder after the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Datedate hereof.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, ------------------- Stockholder hereby authorizes the Stockholder shall, and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order is to be entered with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder Xxxxxx shall, and hereby does authorize the Company or its counsel to, notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the each Stockholder shall, shall and hereby does authorize the Company or its the Company’s counsel to, during the Support Period to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (Owned Shares and other Voting Shares. The parties agree that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer be removed and shall be of no further force and effect upon the termination of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateSupport Period.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the The Stockholder shall, and hereby does authorize the Company or its counsel to, notify authorizes the Company's ’s counsel to notify Parent’s transfer agent that prior to the termination of this Agreement there is a stop transfer order with respect to all of the Subject Securities (Covered Shares and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateCovered Shares.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Stockholders shall and hereby does do authorize the Company or its Company's counsel to, to notify the Company's transfer agent that that, except as permitted pursuant to Section 4.2 of this Agreement, there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesShares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize authorizes the Company or its counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Stockholder’s Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares of the Stockholder, other than Permitted Transfers (and that this Agreement places certain limits on the voting and transfer of such sharesShares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. (a) In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, hereby authorizes and hereby does authorize instructs the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of such Stockholder’s Covered Shares. The Company agrees that as promptly as practicable after the Subject Securities (and that date of this Agreement places limits on the voting and transfer of it shall give such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant instructions to the Offer or such Transfer is made at any time following transfer agent for the Expiration DateCommon Stock.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (Existing Shares and that this Agreement places limits on the voting and transfer of such shares); provided that. Each Shareholder agrees that within ten business days after the date hereof, such Stockholder will no longer hold any Shares in "street name" or in the stop transfer order shall not restrict or prohibit name of any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Datenominee.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and hereby does authorize and instruct the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (Existing Shares owned beneficially and of record by the Stockholder and all Shares acquired by the Stockholder after the date hereof, except that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order agent shall not restrict or prohibit stop any Transfer of the Subject Securities if such transfer is made specifically permitted pursuant to the Offer or such Transfer is made at any time following the Expiration DateSection 3.1(a).

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the each Stockholder shall, shall and hereby does authorize the Company or its the Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (Owned Shares and that this Agreement places limits on the voting to provide Buyer and transfer Merger Sub evidence of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateorder.

Stop Transfer Order. Such Stockholder further hereby agrees that it will not request that the Company register the Transfer of any certificate or uncertificated interest representing any of the Subject Securities, unless such Transfer is made in compliance with this Agreement. In furtherance of this Agreement, concurrently herewith, the such Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, Stockholder ------------------ hereby authorizes the Stockholder shall, and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order is to be entered with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently ------------------- herewith, the Preferred Stockholder shall, shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the each Stockholder shall, shall and hereby does authorize the Company or its the Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that Voting Shares during the time this Agreement places limits on is in effect. At the voting and transfer request of Parent, each Stockholder shall cause to be provided to Parent evidence of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateorder.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and does hereby does authorize and request that the Company or instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order order, consistent with the terms of this Agreement and subject to such transfers as may be permitted by the express terms hereof, with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateShares beneficially owned by Stockholder.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, hereby authorizes and hereby does authorize instructs the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of such Stockholder’s Covered Shares which shall become effective against such Stockholder’s shares upon the Subject Securities (and reasonable determination by the Board of Directors that such Stockholder has breached a material term of this Agreement places limits on or the voting and transfer Definitive Documents. The Company agrees that as promptly as practicable after the date of this Agreement, it shall give such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant instructions to the Offer or such Transfer is made at any time following transfer agent for the Expiration DateCommon Stock.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the such Stockholder’s Subject Securities (and that this Agreement places limits on the voting and transfer of such sharesSubject Securities); provided that, the . The parties hereto agree that such stop transfer order shall not restrict or prohibit any Transfer be removed and shall be of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateno further force and effect upon termination of this Agreement in accordance with Section 4.03 hereof.

Stop Transfer Order. In furtherance of this Voting Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize authorizes Purchaser to request the Company or its counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (Stockholder’s Shares Beneficially Owned and that this Agreement places limits on of record by the voting Stockholder and transfer of such shares); provided that, all Shares acquired by the stop transfer order shall not restrict or prohibit any Transfer of Stockholder after the Subject Securities if such transfer is made pursuant date hereof other than Stockholder’s Shares permitted to the Offer or such Transfer is made at any time following the Expiration Datebe transferred in accordance with Section 2.1.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, and hereby does authorize the Company or its Company's counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer the Transfer of such sharessecurities); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer Transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateOffer.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, such Subject Shareholder shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Existing Shares held as of the date hereof (and that this Agreement places limits on the voting and transfer of such sharesExisting Shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the Stockholder shall, Stockholders and the Voting Agent shall and do hereby does authorize the Company or its the Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all any of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateSecurities.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of any Shares attempted to be tendered into the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateOffer.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, shall and does hereby does authorize and request that the Company or instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order order, consistent with the terms of this Agreement and subject to such transfers as may be permitted by the express terms hereof, with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of Voting Shares beneficially owned by such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateStockholder.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Shareholder hereby authorizes and hereby does authorize directs the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Existing Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, each Shareholder hereby authorizes and hereby does authorize instructs the Company or its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of such Shareholder’s Shares for the Subject Securities (and that period from the date hereof through the term of this Agreement places limits on the voting and transfer of (as contemplated in Section 8), except as otherwise provided for in Section 2(a) hereof. The Company agrees that it shall comply with such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateinstructions.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and hereby does authorize and instruct the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (Existing Shares owned beneficially and that this Agreement places limits on of record by the voting Stockholder and transfer all Shares acquired by the Stockholder after the date hereof in the event of such sharesa proposed Transfer in violation of Section 3.2(a); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, shall and hereby does authorize and instruct the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (Existing Shares owned beneficially and that this Agreement places limits on of record by such Stockholder and all Shares acquired by such Stockholder after the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Datedate hereof.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that that, except as set forth herein, there is a stop transfer order with respect to all of the Subject Securities (Shares, and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateShares.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, each Shareholder shall and does hereby does authorize and request that the Company or instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order order, consistent with the terms of this Agreement and subject to such transfers as may be permitted by the express terms hereof, with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of Common Shares beneficially owned by such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateShareholder.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Shareholder hereby authorizes and hereby does authorize directs the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order in conformity with the terms of this Agreement (which order shall exist only until the termination of this Agreement) with respect to all of the Subject Existing Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the such Stockholder’s Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesSubject Shares); provided that, the . The parties hereto agree that such stop transfer order shall not restrict or prohibit any Transfer be removed and shall be of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateno further force and effect upon termination of this Agreement in accordance with Section 4.03 hereof.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, hereby authorizes and hereby does authorize the instructs Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateShares. 9.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the Stockholder shall, shall and hereby does authorize the Company or its the Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateStockholder’s Voting Shares.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Shareholder hereby authorizes and hereby does authorize instructs the Company or its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of Shareholder’s Shares for the Subject Securities (and Support Period, except for such Transfers as are as otherwise provided for or permitted by this Agreement. The Company agrees that this Agreement places limits on the voting and transfer of it shall comply with such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateinstructions.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, hereby authorizes and hereby does authorize instructs the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateStockholder’s Covered Shares.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities his Shares (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, shall and hereby does authorize and instruct the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (Existing Shares owned beneficially and that this Agreement places limits on of record by the voting Stockholder and transfer of such sharesall Shares acquired by the Stockholder after the date hereof other than Shares permitted to be Transferred in accordance with Section 3.1(a); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the each Stockholder shall, shall and hereby does authorize the Company or its the Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateStockholder's Voting Shares.

Stop Transfer Order. In furtherance of this Agreement, concurrently ------------------- herewith, the Stockholder shall, shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that that, except as set forth herein, there is a stop transfer order with respect to all of the Subject Securities (Shares, and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateShares.

Stop Transfer Order. In furtherance of the transactions contemplated by this Agreement and the Offer Agreement, concurrently herewith, the Stockholder shall, and Shareholder hereby does authorize authorizes the Purchaser to instruct the Company or to direct its counsel to, notify the Company's transfer agent that there is to place a stop transfer order with respect on the Shareholder's Shares and not to all amend, terminate or waive any of the Subject Securities (and that this Agreement places limits on the voting and transfer terms of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer (other than to permit the transfer of the Subject Securities if such transfer is made pursuant Shareholder's Shares to the Offer or such Transfer is made at any time following Purchaser) during the Expiration Dateterm of this Agreement.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, Shareholder hereby authorizes and hereby does authorize directs the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Existing Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if until such transfer is made limits are terminated pursuant to the Offer or such Transfer is made at any time following the Expiration Dateterms hereunder.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, Stockholder ------------------- hereby authorizes the Stockholder shall, and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order is to be entered with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made except with respect to Shares that Stockholder transfers pursuant to the Offer or such Transfer is made at any time following the Expiration Datea brokers' transaction in accordance with Section 5(b).

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, ------------------- Stockholder hereby authorizes the Stockholder shall, and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order is to be entered with respect to all of the Subject Securities Shares (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made except with respect to Shares that Stockholder transfers pursuant to the Offer or such Transfer is made at any time following the Expiration Datea brokers' transaction in accordance with Section 5(b).

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, herewith the Stockholder shall, and hereby does authorize each of the Company or its counsel to, and Parent to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Company Securities covered by this Agreement (and that this Agreement places limits on the voting and transfer of such sharesthe Shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date. .

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each ------------------------ Stockholder shall, shall and hereby does authorize and instruct the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (Existing Shares owned beneficially and that this Agreement places limits on of record by such Stockholder and all Shares acquired by such Stockholder after the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Datedate hereof.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the such Subject Stockholder shall, shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Existing Shares held as of the date hereof (and that this Agreement places limits on the voting and transfer of such sharesExisting Shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, hereby authorizes and hereby does authorize agrees it will instruct the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on Covered Shares held of record by the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateStockholder.

Stop Transfer Order. In furtherance of this Agreement, concurrently ------------------- herewith, the Stockholder shall, shall and hereby does authorize the Company or its Company's counsel to, to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the each Stockholder shall, hereby authorizes and hereby does authorize instructs the Company or to instruct its counsel to, notify the Company's transfer agent that there is to enter a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateStockholder's Covered Shares.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, the each Stockholder shall, shall and hereby does authorize the Company or its the Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of such Stockholder’s Voting Shares. At the Subject Securities (request of Parent and that this Agreement places limits on the voting Merger Subsidiary, each Stockholder shall cause to be provided to Parent and transfer Merger Subsidiary evidence of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Dateorder.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Preferred Stockholder shall, shall and hereby does authorize the Company or its Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration Date.

Stop Transfer Order. In furtherance of this Agreement, and concurrently herewith, each of the Stockholder shall, Stockholders shall and hereby does authorize the Company or its the Company’s counsel to, to notify the Company's ’s transfer agent that there is a stop transfer order with in respect to of all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such transfer is made pursuant to the Offer or such Transfer is made at any time following the Expiration DateStockholder’s Voting Shares.

Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, the Stockholder shall, herewith each Shareholder shall and hereby does authorize the Company or to notify its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities Shares subject to the terms of this Agreement (and that this Agreement places limits on the voting and transfer of the Shares). Each Shareholder further agrees to cause the Company not to register the transfer of any certificate representing any of such shares); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if Shareholder's Shares unless such transfer is made pursuant to in accordance with the Offer or such Transfer is made at any time following the Expiration Dateterms of this Agreement.