Common use of Transfer of the Shares Clause in Contracts

Transfer of the Shares. During the term of this Agreement, ---------------------- except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the Shares, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any shares of Company Common Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options), (c) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares or any other securities of the Company or (e) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or which would otherwise diminish the benefits of this Agreement to Parent or Purchaser.

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

Transfer of the Shares. During the term of this Agreement, ---------------------- except with the written consent of Parent or Purchaser or as otherwise expressly provided herein, each Stockholder Shareholder agrees that such Stockholder Shareholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the SharesSecurities, except for (i) transfers to any spouse or descendant (including by adoption) of such StockholderShareholder, or any trust or retirement plan or account for the benefit of such StockholderShareholder, spouse or descendant; provided that any such transfer shall not release the transferring Shareholder of any of its obligations under this Agreement and any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) purchase or otherwise voluntarily acquire any shares of Company Common Stock or other securities of the Company Securities (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options), (c) deposit the Shares Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Shares Securities or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares Securities or any other securities of the Company or (e) take any other action that would in any way destroy, materially diminish or impair the voting power or economic rights or other rights attributable to such Shareholder’s Shares or materially restrict, limit or interfere with the performance of such Stockholder's Shareholder’s obligations hereunder or the transactions contemplated hereby or which would otherwise materially diminish the benefits of this Agreement to Parent or Purchaser.

Transfer of the Shares. During the term of this Agreement, ---------------------- except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the Shares, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law Law; provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any shares of Company Common Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 6 5 or by exercising any of the Options, Warrants or Rights), (c) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contractcontract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares or any other securities of the Company or Company, (e) take exercise any other action that would in rights (including, without limitation, under Section 262 of the Delaware General Corporation Law) to demand appraisal of any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or Shares which would otherwise diminish the benefits of this Agreement to Parent or Purchaser.may arise

Transfer of the Shares. During the term of this Agreement, ---------------------- except with the written consent of Parent or Subsidiary or as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the SharesSecurities, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided that any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) purchase or otherwise voluntarily acquire any shares of Company Common Stock or other securities of the Company Securities (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the OptionsOptions or by vesting of any of the Stock Grants), (c) deposit the Shares Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Shares Securities or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares Securities or any other securities of the Company Company, or (e) take any other action that would in any way destroy, materially diminish or impair the voting power or economic rights or other rights attributable to such Stockholder’s Shares or materially restrict, limit or interfere with the performance of such Stockholder's ’s obligations hereunder or the transactions contemplated hereby or which would otherwise materially diminish the benefits of this Agreement to Parent or PurchaserSubsidiary.

Transfer of the Shares. During the term of this Agreement, ---------------------- except with the written consent of Parent or Purchaser or as otherwise expressly provided herein, each Stockholder Shareholder agrees that such Stockholder Shareholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the SharesSecurities, except for (i) transfers to any spouse or descendant (including by adoption) of such StockholderShareholder, or any trust or retirement plan or account for the benefit of such StockholderShareholder, spouse or descendant; provided that any such transfer shall not release the transferring Shareholder of any of its obligations under this Agreement and any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) purchase or otherwise voluntarily acquire any shares of Company Common Stock or other securities of the Company Securities (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options), (c) deposit the Shares Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Shares Securities or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares Securities or any other securities of the Company or (e) take any other action that would in any way destroy, materially diminish or impair the voting power or economic rights or other rights attributable to such Shareholder's Shares or materially restrict, limit or interfere with the performance of such StockholderShareholder's obligations hereunder or the transactions contemplated hereby or which would otherwise materially diminish the benefits of this Agreement to Parent or Purchaser.

Transfer of the Shares. During Proxies and Non-Interference. Prior to the term termination of this Agreement, ---------------------- except as otherwise expressly provided herein, each Stockholder of the Shareholders severally agrees that such Stockholder will not it shall not, directly or indirectly, (ai) tender into any tender or exchange offer or otherwise for sale, sell, transfer, tender, pledge, encumber, assign, hypothecate or otherwise dispose of, any or encumber with any Lien, any all of the its Shares, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation enter into any Contract, option or understanding with respect to any transfer of law any or all of its Shares or any interest therein; (iii) except as provided that herein, grant any such transferee shall be bound by the terms of this Agreementproxy, (b) acquire any shares of Company Common Stock power-of-attorney or other securities of the Company authorization or consent in or with respect to its Shares; (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the Options), (civ) deposit the its Shares into a voting trust, trust or enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the its Shares, (d) enter into any Contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares or any other securities of the Company ; or (ev) take any other action that would in any way restrict, limit or interfere with the performance of such StockholderShareholder's obligations hereunder or the transactions contemplated hereby hereby. Notwithstanding the foregoing, each Shareholder may transfer its Shares (i) as a bona fide gift or which would otherwise diminish gifts, provided that the benefits donee or donees thereof agree to be bound by the terms and provisions set forth herein and executes and delivers to Purchaser a copy of this Agreement, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound by the terms and provisions set forth herein and executes and delivers to Purchaser a copy of this Agreement or (iii) with the prior written consent of Purchaser. For purposes of this Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to Parent or Purchaserany wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the terms and provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. Notwithstanding the foregoing, no transfer permitted hereunder shall release the transferring Shareholder from its obligations under this Agreement (including, without limitation, pursuant to Section 7 hereunder).

Transfer of the Shares. During the term of this Agreement, ---------------------- except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the Shares, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law Law; provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any shares of Company Common Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 6 5 or by exercising any of the Options, Warrants or Rights), (c) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contractcontract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares or any other securities of the Company Company, (e) exercise any rights (including, without limitation, under Section 262 of the Delaware General Corporation Law) to demand appraisal of any Shares which may arise with respect to the Merger, or (ef) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or which would otherwise diminish the benefits of this Agreement to Parent Purchaser or PurchaserMerger Sub.

Transfer of the Shares. During the term of this Agreement, ---------------------- except as otherwise expressly provided hereincontemplated herein and in the Merger Agreement, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the SharesSecurities, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided that any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any shares of Company Common Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the OptionsOptions or Warrants), (c) deposit the Shares Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Shares Securities or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares Securities or any other securities of the Company or (e) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or which would otherwise diminish the benefits of this Agreement to Parent or Purchaser.

Transfer of the Shares. During the term of this Agreement, ---------------------- except as otherwise expressly provided herein, each Stockholder agrees that such no Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the its Subject Shares, except for (i) transfers other than any sale, transfer or assignment to any spouse or descendant (including by adoption) members of such Stockholder's family (including upon the death of Stockholder), or any a trust or retirement plan or account trustees of a trust for the benefit of such StockholderStockholder or a charitable trust, spouse or descendant; provided any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) other transfers by operation of law for estate planning purposes, provided that any such transferee shall agree in writing to be bound by the terms of this Agreement, (b) acquire with the exception of Fredxxxxx X. Xxxxxxxx, xxquire any shares of Company Common Stock Shares or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any pursuant to the exercise of options or warrants to acquire securities of the OptionsCompany outstanding as of the date hereof), (c) deposit the its Subject Shares into a voting trusttrust (other than pursuant to a trust arrangement of the type described in clause (a) above), enter into a voting agreement or arrangement with respect to the its Subject Shares or grant any proxy or power of attorney with respect to the its Subject Shares, or (d) with the exception of Fredxxxxx X. Xxxxxxxx xxxy with respect to any permitted direct or indirect acquisition of any Shares as set forth in clause (b) above, enter into any Contractcontract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition of any Shares (other than with respect to all Stockholders as set forth in clause (b) above), or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares or any other securities of the Company or (e) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or which would otherwise diminish the benefits of this Agreement to Parent or PurchaserCompany.

Transfer of the Shares. During the term of this Agreement, ---------------------- except with the written consent of Parent or Purchaser or as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the SharesSecurities, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided that any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) purchase or otherwise voluntarily acquire any shares of Company Common Stock or other securities of the Company Securities (otherwise than in connection with a transaction of the type described in Section 6 or by exercising any of the OptionsOptions or, subject to clause (e) below, conversion of Company Preferred Stock), (c) deposit the Shares Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Shares Securities or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Shares Securities or any other securities of the Company, (e) convert any shares of Company Preferred Stock into shares of Company Common Stock unless directed to do so by Parent or Purchaser or unless the Company Preferred Stock is called for redemption by the Company not in violation of the Merger Agreement or (ef) take any other action that would in any way destroy, materially diminish or impair the voting power or economic rights or other rights attributable to such Stockholder's Shares or materially restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or which would otherwise materially diminish the benefits of this Agreement to Parent or Purchaser.

Transfer of the Shares. During the term of this Agreement, ---------------------- except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, offer for sale, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Liensecurity interest, lien, claim, pledge, option, right of first refusal, agreement, charge or other encumbrance or restriction or limitation on such Stockholder's right to vote or dispose of, whether directly or indirectly, any of the Shares, except for (i) transfers to any spouse or descendant (including by adoption) of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any shares of Company Common Stock or other securities of the Company (otherwise than in connection with a transaction of the type described in Section 6 4 or by exercising any of the OptionsOptions or otherwise pursuant to Company Benefit Plans), (c) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect to the Shares, (d) enter into any Contractcontract, option commitment, arrangement, understanding or other arrangement relationship (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation hypothecation, disposition or encumbrance with any security interest, lien, claim, pledge, option, right of first refusal, agreement, charge or other encumbrance or restriction or limitation, or other disposition of any interest in or the voting of any Shares or any other securities of the Company Company, (e) exercise any rights (including, without limitation, under Section 262 of the Delaware General Corporation Law) to demand appraisal of any Shares which may arise with respect to the Merger, or (ef) take any other action that would in any way restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or which would otherwise diminish the benefits of this Agreement to Parent or Purchaser.