of (by testamentary disposition, operation of Law or otherwise) (collectively, Transfer), or enter into any contract, option or other arrangement with respect to the Transfer of, any such Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any such Shares, or (iii) knowingly take any action, in each case, that would have the effect of preventing or delaying such Stockholder from performing any of its obligations under this Agreement.
(b) Notwithstanding Section 4.01(a), any Stockholder may effect a Transfer of any of such Stockholders Shares to a Permitted Transferee of such Stockholder; provided, that such Stockholder, prior to and as a condition to the effectiveness of such Transfer, causes each such Permitted Transferee to execute a counterpart signature page to this Agreement and deliver the same to the Company, pursuant to which such Permitted Transferee agrees to be a Stockholder pursuant to, and to be bound by, this Agreement with respect to such Shares that are the subject of such Transfer (such Transfer, a Permitted Transfer). Permitted Transferee means, with respect to any Stockholder, (A) any other Stockholder or controlled Affiliate of a Stockholder, (B) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any child, adopted child, grandchild or adopted grandchild of such Stockholder, (C) any trust, the trustees of which include only the persons named in clauses (A) and/or (B) and the beneficiaries of which include only the persons named in clauses (A) and/or (B), (D) any corporation, limited liability company or partnership the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B), and/or (C), (E) if such Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, or (F) to any Person by will, for estate or tax planning purposes, for charitable purposes or as charitable gifts or donations. Transfers of Shares to Permitted Transferees made pursuant to this Section 4.01(b) shall not be a breach of this Agreement.
(c) Any Transfer of Shares not effected in accordance with the terms and conditions of this Section 4.01 shall be null and void ab initio.
Section 4.02 Waiver of Appraisal Rights
Each Stockholder hereby waives, to the fullest extent of the law, and agrees not to assert, any appraisal rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to such Stockholders Shares.
Section 4.03 Company Proxy Statement
The Stockholders hereby agree to permit the Company to publish and disclose in the Company Proxy Statement the Stockholders respective identities and beneficial ownership of the Shares and the nature of the Stockholders commitments under this Agreement to the extent required by applicable Law.