ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees with the Company that, until this Agreement terminates: (a) Except as contemplated by the terms of this Agreement, such Stockholder shall not, and shall cause its controlled Affiliates not to (i) without the prior written consent of the Company, Transfer or consent to Transfer any or all of the Subject Shares, other than (x) to a wholly-owned subsidiary of Reuters Parent, provided that such subsidiary agrees in writing to be bound by the terms of this Agreement as a Stockholder and executes a Joinder Agreement to the Stockholders Agreement in which it agrees to be treated as a Reuters Party thereunder or (y) any pledge of any Subject Shares in connection with bona fide debt financings (other than Derivative Transactions) with a financial institution, provided that, in each case, the interest of any such financial institution in such shares shall be subject to all of the restrictions set forth in this Agreement, (ii) reduce such Stockholder's risk (economic or otherwise) relative to the Subject Shares (including pursuant to any transaction involving a security linked to Parent Common Stock, including any equity swap, put, put equivalent, collar, sale of exchangeable security or similar transaction, the creation of a derivative security or otherwise), (iii) grant any proxy or power-of-attorney with respect to any such Subject Shares other than pursuant to this Agreement or (iv) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (b) In the event of a stock dividend or distribution, or any change in the capital stock of Parent by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like (excluding the Merger), the term "Subject Shares" shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. (c) In his, her or its capacity as a stockholder of Parent, such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a "solicitation" of
Appears in 1 contract
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees with the Company Parent that, until this Agreement terminates:terminates (other than as to clause (l), if such termination occurs due to the occurrence of the Effective Time, for a period of two years following the Effective Time):
(a) Except as contemplated by the terms of this Agreement, such Stockholder shall not, and shall cause its controlled Affiliates not to (i) without the prior written consent of the CompanyParent, Transfer or consent to Transfer (A) any or all of the Subject Shares, Shares or (B) other than as contemplated by the Ameritrade Merger Agreement, any or all of the shares of capital stock of Datek Beneficially Owned by such Stockholder that represent only the right to receive or acquire shares of Company Common Stock (xincluding, without limitation, the Class X Common Stock, par value $0.001 per share, of Datek), unless (in the case of this clause (B)) to a wholly-owned subsidiary of Reuters Parent, provided that such subsidiary the transferee agrees in writing to be bound by the terms of this Agreement as a Stockholder and executes a Joinder Agreement to the Stockholders Agreement in which it agrees to be treated as a Reuters Party thereunder or (y) any pledge of any Subject Shares in connection with bona fide debt financings (other than Derivative Transactions) with a financial institution, provided that, in each case, the interest of any such financial institution in such shares shall be subject to all of the restrictions set forth in this Agreement, (ii) reduce such Stockholder's risk (economic or otherwise) relative to the shares of Parent Common Stock to be received in the Merger in respect of Subject Shares Beneficially owned by it (including pursuant to any transaction involving a security linked to Parent Common Stock, including any equity swap, put, put equivalent, collar, sale of exchangeable security or similar transaction, the creation of a derivative security or otherwise), (iii) grant any proxy or power-of-attorney with respect to any such Subject Shares other than pursuant to this Agreement (except as set forth on Annex A) or (iv) take any other action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement.
(b) In the event of a stock dividend or distribution, or any change in the capital stock of Parent the Company by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like (excluding the Merger), the term "Subject Shares" shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction.
(c) In his, her or its capacity as a stockholder of Parentthe Company, such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a "solicitation" ofof "proxies" (as such terms are used in the rules of the Securities and Exchange Commission) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of any Securities in connection with any vote or other action on any matter in a manner inconsistent with recommending that stockholders of the Company vote (x) in favor of adoption of the Merger Agreement and approval of the Merger and the Company Charter Amendment and otherwise as expressly provided by this Agreement or (y) against a Prohibited Transaction.
(d) Such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to, deposit any Securities in a voting trust or subject any Securities to any arrangement or agreement with any Person with respect to the voting of such Securities, except as expressly provided by this Agreement (except as set forth on Annex A).
(e) Such Stockholder will take all action necessary to (i) permit (x) the shares of Company Common Stock Beneficially Owned by such Stockholder to be acquired in the Merger and (y) the voting of such shares in accordance with the terms of this Agreement and (ii) prevent creditors in respect of any pledge of such shares from exercising their rights under such pledge in a manner inconsistent with the terms of this Agreement.
(f) Such Stockholder shall not, and shall cause its controlled Affiliates and representatives not to, directly or indirectly, solicit, initiate, facilitate or encourage any inquiries or proposals from, discuss or negotiate with, or provide any non-public information to, any Person relating to any Prohibited Transaction.
(g) Unless required by applicable law, such Stockholder shall not, and shall cause its controlled Affiliates not to, make any press release, public announcement or other public communication with respect to the business or affairs of the Company or Parent, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Parent.
(h) Such Stockholder will (i) use all reasonable efforts to cooperate with the Company, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement, (ii) promptly take such actions as are necessary or appropriate to consummate such transactions, and (iii) provide any information reasonably requested by the Company, Parent and Merger Sub for any regulatory application or filing (including any registration statement) made or approval sought for such transactions.
(i) Such Stockholder hereby irrevocably waives, and agrees not to exercise, its appraisal rights pursuant to Section 262 of the DGCL in respect of its Subject Shares in connection with the Merger Agreement and the transactions contemplated thereby.
(j) Other than the Company Charter Amendment, such Stockholder shall not consent to, and shall cause its controlled Affiliates not to consent to, any amendment to the certificate of incorporation of the Company or any other change in the share capital structure of the Company, including the filing of any certificate of designations relating to preferred stock.
(k) Such Stockholder shall take all requisite action in its power to prevent the conversion of the Class L Shares into Class A Shares.
(l) Such Stockholder, if a Bain Holder, a Silver Lake Holder or a TA Holder, shall not, and sha▇▇ ▇ause its controlled Affiliates not ▇▇, ▇▇▇▇▇ut the prior written consent of Parent, Transfer or consent to Transfer any or all of the shares of capital stock of Datek Beneficially Owned by such Stockholder that represent an indirect interest in capital stock of the Company or Parent (other than capital stock referred to in Section 4(a)(i)(B)) unless the transferee agrees to be bound by the Datek Stockholders Agreement to the same extent applicable to Datek with respect to any Company Common Stock received by such transferee (and successive transferees will also be required to agree to be bound) with respect to such shares of capital stock of Datek or any Parent Common Stock issuable in exchange therefor.
Appears in 1 contract
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder Stockholder, severally ---------------------------------------- and not jointly, hereby covenants and agrees with the Company that, until this Agreement terminates:
(a) Except as the Stockholder will not enter into any transaction or take any action, other than those actions contemplated by this Agreement, or by inaction permit any event to occur, that would (i) result in any of the representations or warranties of the Stockholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event; or (ii) have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement;
(b) the Stockholder will not grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to such Shares; provided, however, that the Stockholder may grant proxies to third parties provided that such proxies are expressly made subject to the terms of this Agreement, such Stockholder shall not, ;
(c) from and shall cause its controlled Affiliates not to (i) without after the prior written consent date hereof until the termination of the Company, Transfer or consent to Transfer any or all of the Subject Sharesthis Agreement, other than (x) under the circumstances contemplated by Section 7 hereof, the Stockholder will not sell, transfer, pledge, hypothecate, transfer by gift, or otherwise dispose of in any manner whatsoever, the Shares without notifying CYTYC in advance and obtaining and delivering to a wholly-owned subsidiary of Reuters Parent, provided CYTYC any evidence that such subsidiary agrees in writing CYTYC may reasonably request to evidence the transferee's agreement to be bound by the terms of this Agreement as a Stockholder and executes a Joinder Agreement to the Stockholders Agreement in which it agrees to be treated as a Reuters Party thereunder Agreement. If any involuntary transfer or (y) any pledge other disposition of any Subject of the Shares shall occur (including, but not limited to, a sale by the Stockholder's trustee in connection with bona fide debt financings (other than Derivative Transactions) with bankruptcy, or a financial institution, provided that, in each casesale to a purchaser at any creditor's or court sale), the interest transferee (which term, as used herein, shall include any and all subsequent transferees of any the initial transferee) shall take and hold such financial institution in such shares shall be Shares subject to all of the restrictions set forth in restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect;
(iid) reduce such Stockholder's risk (economic or otherwise) relative the Stockholder agrees not to the Subject Shares (including pursuant to assert any transaction involving a security linked to Parent Common Stockdissenters', including any equity swap, put, put equivalent, collar, sale of exchangeable security appraisal or similar transactionrights, if any, whether under the Delaware General Corporation Law, the creation of a derivative security California Corporations Code or otherwise), (iii) grant any proxy or power-of-attorney otherwise with respect to the Merger and the conversion of the PRO DUCT capital stock into shares of CYTYC Common Stock and cash as provided in the Merger Agreement; and
(e) the Stockholder will execute and deliver any such Subject Shares other than pursuant additional documents reasonably necessary or desirable, in the opinion of CYTYC's or PRO DUCT's counsel, to this Agreement or (iv) take any action that would have implement and effect the effect provisions of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement.
(b) In the event of a stock dividend or distribution, or any change in the capital stock of Parent by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like (excluding the Merger), the term "Subject Shares" shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction.
(c) In his, her or its capacity as a stockholder of Parent, such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a "solicitation" of
Appears in 1 contract
Sources: Voting Agreement (Cytyc Corp)
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees with the Company that, until this Agreement terminates:
(a) Except as contemplated by the terms of this Agreement, such Stockholder shall not, and shall cause its controlled Affiliates not to (i) without the prior written consent of the Company, Transfer or consent to Transfer any or all of the Subject Shares, other than (x) to a wholly-owned subsidiary of Reuters Parent, provided that such subsidiary agrees in writing to be bound by the terms of this Agreement as a Stockholder and executes a Joinder Agreement to the Stockholders Agreement in which it agrees to be treated as a Reuters Party thereunder or (y) any pledge of any Subject Shares in connection with bona fide debt financings (other than Derivative Transactions) with a financial institution, provided that, in each case, the interest of any such financial institution in such shares shall be subject to all of the restrictions set forth in this Agreement, (ii) reduce such Stockholder's risk (economic or otherwise) relative to the Subject Shares (including pursuant to any transaction involving a security linked to Parent Common Stock, including any equity swap, put, put equivalent, collar, sale of exchangeable security or similar transaction, the creation of a derivative security or otherwise), (iii) grant any proxy or power-of-attorney with respect to any such Subject Shares other than pursuant to this Agreement or (iv) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement.
(b) In the event of a stock dividend or distribution, or any change in the capital stock of Parent by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like (excluding the Merger), the term "Subject Shares" shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction.
(c) In his, her or its capacity as a stockholder of Parent, such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a "solicitation" ofof "proxies" (as such terms are used in the rules of the Securities and Exchange Commission) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of any Securities in connection with any vote or other action on any matter in a manner inconsistent with recommending that stockholders of Parent vote (x) in favor of the Parent Share Issuance and/or the Parent Charter Amendment (as applicable) and otherwise as expressly provided by this Agreement or (y) against a Prohibited Transaction.
(d) Such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to, deposit any Securities in a voting trust or subject any Securities to any arrangement or agreement with any Person with respect to the voting of such Securities, except as expressly provided by this Agreement.
(e) Such Stockholder will take all action necessary to (i) permit the voting of all shares of Company Common Stock Beneficially Owned by such Stockholder in accordance with the terms of this Agreement and (ii) prevent creditors in respect of any pledge of such shares from exercising their rights under such pledge in a manner inconsistent with the terms of this Agreement.
(f) Such Stockholder shall not, and shall cause its controlled Affiliates and representatives not to, directly or indirectly, solicit, initiate, facilitate or encourage any inquiries or proposals from, discuss or negotiate with, or provide any non-public information to, any Person relating to any Prohibited Transaction.
(g) Unless required by applicable law, such Stockholder shall not, and shall cause its controlled Affiliates not to, make any press release, public announcement or other public communication with respect to the business or affairs of the Company or Parent, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of the Company.
(h) Such Stockholder will (i) use all reasonable efforts to cooperate with the Company, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement, (ii) promptly take such actions as are necessary or appropriate to consummate such transactions, and (iii) provide any information reasonably requested by the Company, Parent and Merger Sub for any regulatory application or filing (including any registration statement) made or approval sought for such transactions.
(i) Other than the Parent Charter Amendment, such Stockholder shall not consent to, and shall cause its controlled Affiliates not to consent to, any amendment to the certificate of incorporation of Parent or any other change in the share capital structure of Parent, including the filing of any certificate of designations relating to preferred stock.
Appears in 1 contract
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees with the Company Datek that, until this Agreement terminates:
(a) Except for pledges in existence as of the date hereof, and except as contemplated by the terms of this Agreement and the Stockholders Agreement, such Stockholder shall not, and shall cause its controlled Affiliates not to to, (i) without the prior written consent directly or indirectly sell, transfer, tender, pledge, encumber, assign or otherwise dispose of the Company(collectively, Transfer a "Transfer"), or enter into any contract, option or other agreement with respect to, or consent to to, a Transfer of, any or all of the Subject Shares; provided, other than however, that, with the consent of Datek (x) to a wholly-owned subsidiary of Reuters Parentwhich consent shall not be unreasonably withheld), provided that such subsidiary agrees in writing to be bound by the terms of this Agreement as a Stockholder and executes a Joinder Agreement to the Stockholders Agreement in which it agrees to be treated as a Reuters Party thereunder may pledge or (y) any pledge of encumber any Subject Shares in connection with bona fide debt financings (other than Derivative Transactions) with a financial institution, provided that, in each case, the interest of any so long as such financial institution in such shares shall be subject to all of the restrictions set forth in this Agreement, (ii) reduce pledge or encumbrance would not impair such Stockholder's risk (economic or otherwise) relative ability to the Subject Shares (including pursuant to any transaction involving a security linked to Parent Common Stock, including any equity swap, put, put equivalent, collar, sale of exchangeable security or similar transaction, the creation of a derivative security or otherwise), (iii) grant any proxy or power-of-attorney with respect to any such Subject Shares other than pursuant to perform its obligations under this Agreement Agreement; or (ivii) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement.
(b) In the event of a stock dividend or distribution, or any change in the capital stock of Parent Ameritrade by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like (excluding the Merger), the term "Subject Shares" shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction.
(c) Such Stockholder agrees that it shall not, and it shall cause its controlled Affiliates not to, directly or indirectly, acquire additional Securities (as defined in Section 3(a)), except for (i) purchases of Securities from employees or former employees of Ameritrade, (ii) acquisitions of securities from trusts established prior to the date hereof for the benefit of such Stockholder's family or (iii) acquisitions made in the ordinary course pursuant to employee benefit plans.
(d) In his, her or its capacity as a stockholder of ParentAmeritrade, such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a "solicitation" of "proxies" (as such terms are used in the rules of the Securities and Exchange Commission) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Securities in connection with any vote or other action on any matter, other than to recommend that stockholders of Ameritrade vote in favor of adoption of the Merger Agreement and approval of the Mergers and otherwise as expressly provided by this Agreement.
(e) Such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to, deposit any Securities in a voting trust or subject any Securities to any arrangement or agreement with any Person with respect to the voting of such Securities, except as expressly provided by this Agreement or the Stockholders Agreement.
Appears in 1 contract
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees with the Company Parent that, until this Agreement terminates:terminates (other than as to clause (l), if such termination occurs due to the occurrence of the Effective Time, for a period of two years following the Effective Time):
(a) Except as contemplated by the terms of this Agreement, such Stockholder shall not, and shall cause its controlled Affiliates not to (i) without the prior written consent of the CompanyParent, Transfer or consent to Transfer (A) any or all of the Subject Shares, Shares or (B) other than as contemplated by the Ameritrade Merger Agreement, any or all of the shares of capital stock of Datek Beneficially Owned by such Stockholder that represent only the right to receive or acquire shares of Company Common Stock (xincluding, without limitation, the Class X Common Stock, par value $0.001 per share, of Datek), unless (in the case of this clause (B)) to a wholly-owned subsidiary of Reuters Parent, provided that such subsidiary the transferee agrees in writing to be bound by the terms of this Agreement as a Stockholder and executes a Joinder Agreement to the Stockholders Agreement in which it agrees to be treated as a Reuters Party thereunder or (y) any pledge of any Subject Shares in connection with bona fide debt financings (other than Derivative Transactions) with a financial institution, provided that, in each case, the interest of any such financial institution in such shares shall be subject to all of the restrictions set forth in this Agreement, (ii) reduce such Stockholder's risk (economic or otherwise) relative to the shares of Parent Common Stock to be received in the Merger in respect of Subject Shares Beneficially owned by it (including pursuant to any transaction involving a security linked to Parent Common Stock, including any equity swap, put, put equivalent, collar, sale of exchangeable security or similar transaction, the creation of a derivative security or otherwise), (iii) grant any proxy or power-of-attorney with respect to any such Subject Shares other than pursuant to this Agreement (except as set forth on Annex A) or (iv) take any other action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement.
(b) In the event of a stock dividend or distribution, or any change in the capital stock of Parent the Company by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like (excluding the Merger), the term "Subject Shares" shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction.
(c) In his, her or its capacity as a stockholder of Parentthe Company, such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a "solicitation" ofof "proxies" (as such terms are used in the rules of the Securities and Exchange Commission) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of any Securities in connection with any vote or other action on any matter in a manner inconsistent with recommending that stockholders of the Company vote (x) in favor of adoption of the Merger Agreement and approval of the Merger and the Company Charter Amendment and otherwise as expressly provided by this Agreement or (y) against a Prohibited Transaction.
(d) Such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to, deposit any Securities in a voting trust or subject any Securities to any arrangement or agreement with any Person with respect to the voting of such Securities, except as expressly provided by this Agreement (except as set forth on Annex A).
(e) Such Stockholder will take all action necessary to (i) permit (x) the shares of Company Common Stock Beneficially Owned by such Stockholder to be acquired in the Merger and (y) the voting of such shares in accordance with the terms of this Agreement and (ii) prevent creditors in respect of any pledge of such shares from exercising their rights under such pledge in a manner inconsistent with the terms of this Agreement.
(f) Such Stockholder shall not, and shall cause its controlled Affiliates and representatives not to, directly or indirectly, solicit, initiate, facilitate or encourage any inquiries or proposals from, discuss or negotiate with, or provide any non-public information to, any Person relating to any Prohibited Transaction.
(g) Unless required by applicable law, such Stockholder shall not, and shall cause its controlled Affiliates not to, make any press release, public announcement or other public communication with respect to the business or affairs of the Company or Parent, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Parent.
(h) Such Stockholder will (i) use all reasonable efforts to cooperate with the Company, Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement, (ii) promptly take such actions as are necessary or appropriate to consummate such transactions, and (iii) provide any information reasonably requested by the Company, Parent and Merger Sub for any regulatory application or filing (including any registration statement) made or approval sought for such transactions.
(i) Such Stockholder hereby irrevocably waives, and agrees not to exercise, its appraisal rights pursuant to Section 262 of the DGCL in respect of its Subject Shares in connection with the Merger Agreement and the transactions contemplated thereby.
(j) Other than the Company Charter Amendment, such Stockholder shall not consent to, and shall cause its controlled Affiliates not to consent to, any amendment to the certificate of incorporation of the Company or any other change in the share capital structure of the Company, including the filing of any certificate of designations relating to preferred stock.
(k) Such Stockholder shall take all requisite action in its power to prevent the conversion of the Class L Shares into Class A Shares.
(l) Such Stockholder, if a Bain Holder, a Silver Lake Holder or a TA Holder, shall not, and shal▇ ▇▇use its controlled Affiliates not t▇, ▇▇▇▇▇▇t the prior written consent of Parent, Transfer or consent to Transfer any or all of the shares of capital stock of Datek Beneficially Owned by such Stockholder that represent an indirect interest in capital stock of the Company or Parent (other than capital stock referred to in Section 4(a)(i)(B)) unless the transferee agrees to be bound by the Datek Stockholders Agreement to the same extent applicable to Datek with respect to any Company Common Stock received by such transferee (and successive transferees will also be required to agree to be bound) with respect to such shares of capital stock of Datek or any Parent Common Stock issuable in exchange therefor.
Appears in 1 contract