Common use of Transfer and Encumbrance Clause in Contracts

Transfer and Encumbrance. Stockholder agrees that during the term of this Agreement, Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, give, exchange, mortgage, hypothecate, pledge or otherwise dispose of or encumber (by operation of law or otherwise) (“Transfer”) any of the Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Shares or Stockholder's voting or economic interest therein. Any attempted Transfer of Shares or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the Shares by Stockholder to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family, or upon the death of Stockholder, or to an Affiliate of Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and the Purchaser, to be bound by all of the terms of this Agreement.

Transfer and Encumbrance. Stockholder agrees that during the term of this Agreement, Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, give, exchange, mortgage, hypothecate, pledge or otherwise dispose of (other than pursuant to the Warrant to Purchase Common Stock issued to the Stockholder by the Company) or encumber (by operation of law or otherwise) (“Transfer”) any of the Original Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Shares or Stockholder's ’s voting or economic interest therein. Any attempted Transfer of Original Shares or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the Shares by Stockholder to any member of Stockholder's ’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's ’s immediate family, or upon the death of Stockholder, or to an Affiliate of Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company Merger SPV and the PurchaserCompany, to be bound by all of the terms of this Agreement.

Transfer and Encumbrance. Stockholder The Preferred Stockholders each agrees that during the term of this Agreement, Stockholder he or she will not, directly or indirectly, transfer, sell, offer, exchange, assign, give, exchange, mortgage, hypothecate, pledge or otherwise dispose of or encumber (by operation of law or otherwise) (“Transfer”) any of the Shares Preferred Stock or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Shares Preferred Stock or the Preferred Stockholder's ’s voting or economic interest therein. Any attempted Transfer of Shares the Preferred Stock or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the Shares Preferred Stock by Stockholder the Preferred Stockholders to any member of Stockholder's his or her immediate family, or to a trust for the benefit of the Preferred Stockholder or any member of Stockholder's his or her immediate family, or upon the death of Stockholder, or to an Affiliate of such Preferred Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and the PurchaserParties, to be bound by all of the terms of this Agreement.

Transfer and Encumbrance. Company Stockholder agrees that during the term of this Agreement, Company Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, give, exchange, mortgage, hypothecate, pledge or otherwise dispose of or encumber (by operation of law or otherwise) (“Transfer”) any of the his, her or its Voting Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the his, her or its Voting Shares or Company Stockholder's ’s voting or economic interest therein. Any attempted Transfer of Voting Shares or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the Voting Shares by Company Stockholder to (a) an executive officer or director of the Company, (b) any member of Company Stockholder's immediate family, or to a trust for the benefit of Company Stockholder or any member of Company Stockholder's immediate family, or upon the death of Company Stockholder, or to an Affiliate of (c) Company Stockholder’s Affiliate; provided, however, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and the PurchaserParent, to be bound by all of the terms of this Agreement.

Transfer and Encumbrance. Each Stockholder agrees that during the term of this Agreement, such Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, give, exchange, mortgage, hypothecate, pledge or otherwise dispose of or encumber (by operation of law or otherwise) (“Transfer”) any of the such Stockholder’s Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the such Stockholder’s Shares or such Stockholder's voting or economic interest therein. Any attempted Transfer of a Stockholder’s Shares or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the a Stockholder’s Shares by such Stockholder to any member of such Stockholder's immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder's immediate family, or upon the death of Stockholder, or to an Affiliate of such Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and the PurchaserParent, to be bound by all of the terms of this Agreement.

Transfer and Encumbrance. Each Stockholder agrees that during the term of this Agreement, such Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, give, exchange, mortgage, hypothecate, pledge or otherwise dispose of or encumber (by operation of law or otherwise) (“Transfer”) any of the such Stockholder’s Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the such Stockholder’s Shares or such Stockholder's ’s voting or economic interest therein. Any attempted Transfer of a Stockholder’s Shares or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the a Stockholder’s Shares by such Stockholder to any member of such Stockholder's ’s immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder's ’s immediate family, or upon the death of Stockholder, or to an Affiliate of such Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and the PurchaserCompany, to be bound by all of the terms of this Agreement.

Transfer and Encumbrance. Each Stockholder agrees that during the term of this Agreement, such Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, give, exchange, mortgage, hypothecate, pledge or otherwise dispose of or encumber (by operation of law or otherwise) (“"Transfer”") any of the such Stockholder’s Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the such Stockholder’s Shares or such Stockholder's voting or economic interest therein. Any attempted Transfer of a Stockholder’s Shares or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the a Stockholder’s Shares by such Stockholder to any member of such Stockholder's immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder's immediate family, or upon the death of Stockholder, or to an Affiliate of such Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and the PurchaserParent, to be bound by all of the terms of this Agreement.

Transfer and Encumbrance. Each Stockholder agrees that during the term of this Agreement, such Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, give, exchange, mortgage, hypothecate, pledge or otherwise dispose of or encumber (by operation of law or otherwise) (“"Transfer”") any of the such Stockholder’s Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the such Stockholder’s Shares or such Stockholder's voting or economic interest therein. Any attempted Transfer of a Stockholder’s Shares or any interest therein in violation of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of the a Stockholder’s Shares by such Stockholder to any member of such Stockholder's immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder's immediate family, or upon the death of Stockholder, or to an Affiliate of such Stockholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and the PurchaserCompany, to be bound by all of the terms of this Agreement.