No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 24 contracts
Sources: Voting and Support Agreement (Mallard Holdco, LLC), Voting and Support Agreement (Brown Forman Corp), Voting and Support Agreement (Duckhorn Portfolio, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Subject Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinShareholder.
Appears in 17 contracts
Sources: Voting Agreement (MLE Holdings, Inc.), Voting Agreement (MLE Holdings, Inc.), Voting Agreement (MLE Holdings, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed deemed, upon execution, to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 16 contracts
Sources: Voting and Support Agreement (ZeroFox Holdings, Inc.), Voting and Support Agreement (Foster James Christopher), Voting and Support Agreement (Paratek Pharmaceuticals, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership (whether beneficial ownership or otherwise) of or with respect to the Covered any Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholderapplicable Shareholder, and Parent shall have no authority to direct the Stockholder any Shareholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.
Appears in 15 contracts
Sources: Voting Agreement (Star Bulk Carriers Corp.), Voting Agreement (Star Bulk Carriers Corp.), Voting Agreement (Star Bulk Carriers Corp.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 14 contracts
Sources: Voting Agreement (Jekogian Iii Nickolas W), Tender and Voting Agreement (Synopsys Inc), Voting Agreement (Wilshire Enterprises Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the relevant Stockholder, and Parent shall have no authority to exercise any power or authority to direct the any Stockholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.
Appears in 13 contracts
Sources: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.
Appears in 13 contracts
Sources: Tender and Support Agreement (Cadeler a/S), Tender and Support Agreement (Cadeler a/S), Tender and Support Agreement (Cadeler a/S)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent Acquiror any direct or indirect ownership or incidence of ownership of or with respect to the Covered SharesShares of the Stockholder. All rights, ownership and economic benefits of and relating to the Covered Shares of the Stockholder shall remain vested in and belong to the Stockholder, and Parent Acquiror shall have no authority to direct the Stockholder in the voting or disposition of any of the Stockholder’s Covered Shares, except as otherwise provided herein.
Appears in 13 contracts
Sources: Support Agreement (Graf Acquisition Corp. IV), Merger Agreement (Osprey Technology Acquisition Corp.), Transaction Support Agreement (Omnichannel Acquisition Corp.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.
Appears in 12 contracts
Sources: Voting Agreement, Voting Agreement (Thomas, McNerney & Partners II L.P.), Voting Agreement (Thomas, McNerney & Partners II L.P.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 12 contracts
Sources: Voting Agreement (Kellogg Peter R), Voting Agreement (Mai Holdings, Inc.), Voting Agreement (Emdeon Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder. For the avoidance of doubt, and Parent shall have no authority to direct the Stockholder in shall be entitled to any dividends or other distributions declared by the voting or disposition of any of Company Board with respect to the Covered Shares, except as otherwise provided hereinShares having a record date prior to the Expiration Date.
Appears in 11 contracts
Sources: Voting Agreement, Merger Agreement (Kapstone Paper & Packaging Corp), Merger Agreement (WestRock Co)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 11 contracts
Sources: Voting and Support Agreement (Graco Inc), Voting and Support Agreement (Graco Inc), Voting and Support Agreement (Glaxosmithkline PLC)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 11 contracts
Sources: Voting Agreement (At&t Inc.), Voting Agreement (At&t Inc.), Voting Agreement (At&t Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 11 contracts
Sources: Merger Agreement, Voting Agreement (Owens & Minor Inc/Va/), Voting Agreement (Medical Action Industries Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 11 contracts
Sources: Agreement and Plan of Merger, Voting Agreement (Thinkorswim Group Inc.), Voting Agreement (Td Ameritrade Holding Corp)
No Ownership Interest. Nothing Except as otherwise provided herein, nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 11 contracts
Sources: Support and Voting Agreement (Iroquois Capital Management, LLC), Voting Agreement (Iroquois Capital Management, LLC), Voting Agreement (Fagenson Robert B)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares, except as otherwise provided herein. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 9 contracts
Sources: Voting Agreement (Edgar Online Inc), Voting Agreement (Edgar Online Inc), Shareholder Agreement (National Medical Health Card Systems Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence incidents of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise expressly provided hereinherein or in the Merger Agreement.
Appears in 9 contracts
Sources: Voting Agreement (FTD Inc), Voting Agreement (FTD Inc), Voting Agreement (Varsity Brands Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall not have no any authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 9 contracts
Sources: Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (Parlux Fragrances Inc), Voting Agreement (Parlux Fragrances Inc)
No Ownership Interest. Nothing Except as otherwise provided in this Agreement, nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any of the Covered SharesSubject Securities. All rights, ownership and economic benefits of and relating to the Covered Shares Subject Securities shall remain vested in and belong to the Company Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 9 contracts
Sources: Tender Agreement (Valeant Pharmaceuticals International, Inc.), Tender Agreement (Valeant Pharmaceuticals International, Inc.), Tender Agreement (Valeant Pharmaceuticals International, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence incident of ownership (whether beneficial ownership or otherwise) of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderCompany Shareholder, and Parent shall have no authority to direct the Stockholder Company Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 9 contracts
Sources: Voting and Support Agreement (Peak Resorts Inc), Voting and Support Agreement (Peak Resorts Inc), Voting, Support and Consent Agreement (Peak Resorts Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholders, and Parent shall have no authority to direct the Stockholder Shareholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 9 contracts
Sources: Voting Agreement (Perry Corp), Voting Agreement (Lee-Universal Holdings, LLC), Voting Agreement (Universal American Corp.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares, except as otherwise provided herein. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 9 contracts
Sources: Voting Agreement (Del-Ta Engineering Equipment Ltd.), Voting Agreement (Del-Ta Engineering Equipment Ltd.), Voting Agreement (Dovrat Shlomo)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 8 contracts
Sources: Voting Agreement (Civitas Resources, Inc.), Voting Agreement (Zymergen Inc.), Voting Agreement (Ginkgo Bioworks Holdings, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall not have no any authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 8 contracts
Sources: Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (JM-CO Capital Fund, LLC)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderHolders, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Holders in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 8 contracts
Sources: Voting and Support Agreement (Earthstone Energy Inc), Voting and Support Agreement (Earthstone Energy Inc), Voting and Support Agreement (Earthstone Energy Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Class A Shares, Class B Shares or any other equity securities of the Covered SharesCompany. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.
Appears in 8 contracts
Sources: Voting and Support Agreement (Apollo Education Group Inc), Voting and Support Agreement (Apollo Education Group Inc), Voting and Support Agreement (Apollo Education Group Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered SharesShares except, except in each case, as otherwise provided hereinin this Agreement.
Appears in 7 contracts
Sources: Voting Agreement (Bidz.com, Inc.), Voting Agreement (Bidz.com, Inc.), Voting Agreement (LEP Summer Holdings LLC)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the any Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 7 contracts
Sources: Voting and Support Agreement (Metsera, Inc.), Voting and Support Agreement (Metsera, Inc.), Voting and Support Agreement (Metsera, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 7 contracts
Sources: Voting Agreement (Wright Medical Group Inc), Merger Agreement (Microchip Technology Inc), Voting Agreement (Zoran Corp \De\)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in any Parent Party any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and benefit relating to the Covered Shares of any Stockholder shall remain vested in and belong to the such Stockholder, and Parent shall have no authority to direct the such Stockholder in the voting or disposition of any of the its Covered Shares, except as otherwise provided herein.
Appears in 7 contracts
Sources: Support Agreement (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Southern Union Co)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any other Person any direct or indirect ownership or incidence of ownership of of, or with respect to, any Subject Shares. Subject to the Covered Shares. All restrictions and requirements set forth in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the each Stockholder, and this Agreement shall not confer any right, power or authority upon Parent shall have no authority or any other Person to direct the Stockholder in the voting or disposition of any of the Covered Shares, Subject Shares (except as otherwise specifically provided for herein).
Appears in 6 contracts
Sources: Merger Agreement (Montage Resources Corp), Merger Agreement (Southwestern Energy Co), Support Agreement (Montage Resources Corp)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 6 contracts
Sources: Merger Agreement (Conmed Healthcare Management, Inc.), Voting Agreement (Conmed Healthcare Management, Inc.), Voting Agreement (Conmed Healthcare Management, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed deemed, upon execution, to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 6 contracts
Sources: Voting and Support Agreement (Fairfax Financial Holdings LTD/ Can), Voting and Support Agreement (Washington Dennis R), Voting and Support Agreement (Sokol David L)
No Ownership Interest. Nothing Except as expressly provided in Section 2 with respect to the Rollover Shares, nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 6 contracts
Sources: Support Agreement (KnowBe4, Inc.), Support Agreement (Vepf Vii SPV I, L.P.), Support Agreement (KnowBe4, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares, except as expressly provided herein. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderHolder, and neither Parent nor Merger Sub shall have no any authority to direct the Stockholder Holder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 6 contracts
Sources: Shareholder Support Agreement, Voting Agreement (Apollo Medical Holdings, Inc.), Voting Agreement (Apollo Medical Holdings, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholderapplicable Holder, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder any Holder in the voting or disposition of any of the Covered Subject Shares, except as otherwise expressly provided herein.
Appears in 6 contracts
Sources: Voting and Support Agreement (Reata Pharmaceuticals Inc), Voting and Support Agreement (Biogen Inc.), Voting and Support Agreement (Biogen Inc.)
No Ownership Interest. Nothing Except as otherwise provided in this Agreement, nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Sharesany Subject Securities. All rights, ownership and economic benefits of and relating to the Covered Shares Subject Securities shall remain vested in and belong to the Company Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 6 contracts
Sources: Merger Agreement (IntraLinks Holdings, Inc.), Merger Agreement (Synchronoss Technologies Inc), Tender and Support Agreement (IntraLinks Holdings, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct direct, indirect or indirect beneficial ownership or incidence of ownership of or with respect to the Covered Shares. All Without limiting this Agreement in any manner, rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder any Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 6 contracts
Sources: Voting and Support Agreement (IES Holdings, Inc.), Merger Agreement (Gulf Island Fabrication Inc), Voting and Support Agreement (Gulf Island Fabrication Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All Except as otherwise provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Support Agreement (Tenzing Global Management, LLC), Support Agreement (Care.com Inc), Support Agreement (Iac/Interactivecorp)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in any Parent Party any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and benefit relating to the Covered Shares of Stockholder shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the its Covered Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Support Agreement (SemGroup Corp), Support Agreement (Energy Transfer LP), Support Agreement
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All Except as otherwise provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Voting and Support Agreement (Desktop Metal, Inc.), Voting and Support Agreement (Desktop Metal, Inc.), Voting and Support Agreement (ExOne Co)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any of the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall not have no any authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided set forth herein.
Appears in 5 contracts
Sources: Merger Agreement (Trinity Capital Corp), Merger Agreement (Enterprise Financial Services Corp), Voting Agreement (Castle Creek Capital Partners VI, LP)
No Ownership Interest. Nothing Except as otherwise provided herein, nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Merger Agreement (Penwest Pharmaceuticals Co), Shareholder Tender Agreement (Endo Pharmaceuticals Holdings Inc), Shareholder Tender Agreement (Perceptive Advisors LLC)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership (whether beneficial ownership or otherwise) of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Stockholder, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Voting Agreement (Edgen Group Inc.), Voting Agreement (Akorn Inc), Voting Agreement (Hi Tech Pharmacal Co Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Voting Agreement (Air Lease Corp), Voting and Support Agreement (MeridianLink, Inc.), Voting Agreement (Moneylion Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Company Owned Shares or Parent Owned Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Company Owned Shares and the Parent Owned Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinShareholders.
Appears in 5 contracts
Sources: Voting and Support Agreement (Transocean Ltd.), Merger Agreement (Transocean Ltd.), Merger Agreement (Transocean Ltd.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed deemed, upon execution, to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinin this Agreement.
Appears in 5 contracts
Sources: Tender and Support Agreement (EndoChoice Holdings, Inc.), Tender and Support Agreement (Oplink Communications Inc), Tender and Support Agreement (GTCR Valor Merger Sub, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and nothing herein shall, or shall be construed to, grant Parent shall have no authority any power, sole or shared, to direct the Stockholder in or control the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Support and Tender Agreement (Stephens Investments Holdings LLC), Support and Tender Agreement (Bed Bath & Beyond Inc), Support and Tender Agreement (Bed Bath & Beyond Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Voting Agreement (Matterport, Inc./De), Voting Agreement (Pinnacle Foods Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered such Shares shall remain vested in and belong to the StockholderStockholder or his affiliates, and Parent and Merger Sub shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Voting Agreement (Ligand Pharmaceuticals Inc), Voting Agreement (Onstream Media CORP), Voting Agreement (Warburg Pincus Private Equity Viii L P)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares, except as otherwise provided herein. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and neither Parent nor Merger Sub shall have no any authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Tender and Support Agreement (Emageon Inc), Voting Agreement (Emageon Inc), Voting Agreement (Health Systems Solutions Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any of its Affiliates any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rightsBeyond what is expressly provided in this Agreement, all ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and neither Parent nor any of its Affiliates shall have no any authority to direct any of the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 5 contracts
Sources: Agreement and Plan of Merger (Cardiogenesis Corp /CA), Agreement and Plan of Merger (Cryolife Inc), Merger Agreement (Cryolife Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered SharesSubject shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Shareholder Agreement (Farnam Street Partners Lp /Mn), Shareholder Agreement (Farnam Street Partners Lp /Mn), Shareholder Agreement (Mustang Capital Management, LLC)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Common Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Common Shares shall remain vested in and belong to the each Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Voting Agreement (Constant Contact, Inc.), Merger Agreement (Constant Contact, Inc.), Merger Agreement (Endurance International Group Holdings, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Stockholder, and Parent shall have no authority to direct the any Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Voting Agreement (Corvina Holdings LTD), Voting Agreement (L Curve Sub Inc.), Voting Agreement (Becker Douglas L)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the StockholderStockholder Parties, and Parent shall have no authority to direct the any Stockholder Party in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Voting Agreement (Genomic Health Inc), Voting Agreement (Exact Sciences Corp), Voting Agreement (Exact Sciences Corp)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Support Agreement (Sezzle Inc.), Support Agreement (Sezzle Inc.), Support Agreement (Sezzle Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct direct, indirect or indirect beneficial ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the any Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 4 contracts
Sources: Voting and Support Agreement (Esse Effe S.p.A.), Voting and Support Agreement (Kaleyra, Inc.), Voting and Support Agreement (Kaleyra, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any other Person any direct or indirect ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholder, and Parent shall have no not exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise expressly provided herein. This Agreement shall in no way be deemed to constitute a transfer of any Stockholder Securities.
Appears in 4 contracts
Sources: Support Agreement (FTV Iv, L.P.), Support Agreement (FTV Iv, L.P.), Support Agreement (Enfusion, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Voting Agreement (Verona Pharma PLC), Support Agreement, Support Agreement (NXP Semiconductors N.V.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.), Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.), Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered SharesSubject Securities. All rights, ownership and economic benefits of and relating to the Covered Shares Subject Securities shall remain vested in and belong to the Company Stockholder, and Parent shall not have no the authority to direct the Company Stockholder in the voting or disposition of any of the Covered SharesSubject Securities, except as otherwise expressly provided herein.
Appears in 4 contracts
Sources: Voting and Support Agreement (Midstates Petroleum Company, Inc.), Voting and Support Agreement (Midstates Petroleum Company, Inc.), Voting and Support Agreement (Midstates Petroleum Company, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholderrelevant Shareholder, and Parent shall have no authority to exercise any power or authority to direct the Stockholder any Shareholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise expressly provided herein.
Appears in 4 contracts
Sources: Voting and Support Agreement (Hni Corp), Voting and Support Agreement (Hni Corp), Voting and Support Agreement (Steelcase Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the any Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 4 contracts
Sources: Voting Agreement (Zymergen Inc.), Voting Agreement (Ginkgo Bioworks Holdings, Inc.), Voting Agreement (Zymergen Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent Acquiror any direct or indirect ownership or incidence of ownership of or with respect to the Covered SharesShares of any Stockholder. All rights, ownership and economic benefits of and relating to the Covered Shares of each Stockholder shall remain vested in and belong to the such Stockholder, and Parent Acquiror shall have no authority to direct the any Stockholder in the voting or disposition of any of the such Stockholder’s Covered Shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Company Holders Support Agreement (Supernova Partners Acquisition Co II, Ltd.), Company Holders Support Agreement (Supernova Partners Acquisition Co II, Ltd.), Company Holders Support Agreement (Supernova Partners Acquisition Co II, Ltd.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderHolder, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Holder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 4 contracts
Sources: Voting and Support Agreement (Bonanza Creek Energy, Inc.), Voting and Support Agreement (HighPoint Resources Corp), Voting and Support Agreement (Jagged Peak Energy Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholder or a transferee in a Permitted Transfer, as applicable, and Parent shall have no authority to direct the Stockholder or such transferee in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Voting Agreement (Vivint Solar, Inc.), Voting Agreement (Sunedison, Inc.), Voting Agreement (Vivint Solar, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the any Stockholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Voting and Support Agreement (Ra Capital Management, LLC), Stockholder Voting Agreement (Allergan PLC), Stockholder Voting Agreement (Allergan PLC)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any of its direct or indirect owners any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and neither Parent nor any of its direct or indirect owners shall have no the authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 4 contracts
Sources: Tender and Support Agreement (Ant International (Cayman) Holding LTD), Tender and Support Agreement (Shift4 Payments, Inc.), Tender and Support Agreement (Shift4 Payments, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any other Person any direct or indirect ownership or incidence of ownership of of, or with respect to, any Subject Shares. Subject to the Covered Shares. All restrictions and requirements set forth in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the each Stockholder, and this Agreement shall not confer any right, power or authority upon Parent shall have no authority or any other Person to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, Subject Shares (except as otherwise specifically provided for herein).
Appears in 4 contracts
Sources: Merger Agreement (WPX Energy, Inc.), Support Agreement (WPX Energy, Inc.), Merger Agreement (Devon Energy Corp/De)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any other Person any direct or indirect ownership or incidence of ownership of of, or with respect to, any Subject Shares. Subject to the Covered Shares. All restrictions and requirements set forth in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholder, and this Agreement shall not confer any right, power or authority upon Parent shall have no authority or any other Person to direct the Stockholder in the voting or disposition of any of the Covered Shares, Subject Shares (except as otherwise specifically provided for herein).
Appears in 4 contracts
Sources: Agreement Not to Dissent (Noble Energy Inc), Agreement Not to Dissent (Clayton Williams Energy Inc /De), Agreement Not to Dissent (Clayton Williams Energy Inc /De)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Sharesany Equity Interests or Indirect Equity Interests. All Except as provided in this Agreement, all rights, ownership ownership, and economic benefits of and relating to the Covered Shares Equity Interests and Indirect Equity Interests shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinInterest Holder.
Appears in 4 contracts
Sources: Support Agreement (Davita Inc), Support Agreement (Davita Inc), Support Agreement (Davita Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise specifically provided herein, or in the performance of the Stockholder’s duties or responsibilities as stockholders of the Company.
Appears in 4 contracts
Sources: Merger Agreement (STG Ugp, LLC), Merger Agreement (MSC Software Corp), Voting Agreement (STG Ugp, LLC)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the such Stockholder, and Parent shall does not have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the such Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 4 contracts
Sources: Merger Agreement (Graphite Bio, Inc.), Support Agreement (LENZ Therapeutics, Inc.), Support Agreement (LENZ Therapeutics, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholders, and Parent shall have no authority to direct the Stockholder any Shareholder in the voting or disposition of any of the Covered Shares, Shares except as otherwise provided herein.
Appears in 4 contracts
Sources: Merger Agreement, Merger Agreement (Triumph Bancorp, Inc.), Merger Agreement (Triumph Bancorp, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Voting and Proxy Agreement (Presidio, Inc.), Voting and Proxy Agreement (Presidio, Inc.), Voting and Proxy Agreement (Presidio, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderKey Stockholder or the applicable Covered Entity, as the case may be, and Parent shall have no authority to direct the Key Stockholder or any Covered Entity in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Merger Agreement (Hilton Grand Vacations Inc.), Voting and Support Agreement (Bluegreen Vacations Holding Corp), Voting and Support Agreement (Bluegreen Vacations Holding Corp)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in either Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 3 contracts
Sources: Voting Agreement (Volta Inc.), Voting Agreement (ProFrac Holding Corp.), Voting Agreement (Crestview Partners III GP, L.P.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Sharesany securities addressed herein. All rights, ownership and economic benefits of and relating to the Covered Shares securities addressed herein shall remain vested in and belong to the Stockholderappropriate Supporting Party, as applicable, and Parent shall not have no any authority to direct the Stockholder Supporting Parties in the voting or disposition of any of the Covered Sharessecurities addressed herein, as the case may be, except as otherwise provided herein.
Appears in 3 contracts
Sources: Support Agreement (Outdoor Channel Holdings Inc), Support Agreement (Outdoor Channel Holdings Inc), Support Agreement (Outdoor Channel Holdings Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence incidents of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Subject Shares, except as otherwise expressly provided hereinherein or in the Merger Agreement.
Appears in 3 contracts
Sources: Voting Agreement (Imperial Parking Corp), Voting and Option Agreement (Imperial Parking Corp), Voting and Option Agreement (Gotham Partners Lp /Ny/)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares of the Stockholder shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Support Agreement (Sunrun Inc.), Support Agreement (Sunrun Inc.), Support Agreement (Vivint Solar, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership interest or incidence of ownership of or with respect to the Covered any Shares. All Except as otherwise provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinShareholders.
Appears in 3 contracts
Sources: Shareholder Agreement (Relational Investors LLC), Shareholder Agreement (Relational Investors LLC), Shareholder Agreement (Banco Santander, S.A.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership (whether beneficial ownership or otherwise) of or with respect to the Covered any Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the applicable Stockholder, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Tender and Voting Agreement, Tender and Voting Agreement (Realogy Group LLC), Tender and Voting Agreement (Ziprealty Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or the Company any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinStockholders.
Appears in 3 contracts
Sources: Voting Agreement (Ani Pharmaceuticals Inc), Voting Agreement (Alimera Sciences Inc), Voting Agreement (Franchise Group, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent the Member any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Stockholder, and Parent and, except as otherwise provided herein, the Member shall not have no any authority to direct the any Stockholder in the voting or disposition of any of the Covered Shares. For the avoidance of doubt, except as otherwise provided hereinStockholder shall be entitled to any dividends or other distributions declared by Parent with respect to Stockholder’s Covered Shares.
Appears in 3 contracts
Sources: Support Agreement (Bears Holding Sub, Inc.), Support Agreement (Rti Surgical, Inc.), Support Agreement (Rti Surgical, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholdereach respective Shareholder, and neither Parent nor Merger Sub shall have no any authority to direct the Stockholder such Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 3 contracts
Sources: Voting Agreement (Kratos Defense & Security Solutions, Inc.), Voting Agreement, Voting Agreement (International Flavors & Fragrances Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent the Company any direct or indirect ownership or incidence of ownership of or with respect to the Covered Sharesany Stockholder’s shares of Parent Common Stock. All rights, ownership and economic benefits of and relating to the Covered Shares any such Stockholder’s shares of Parent Common Stock shall remain vested in and belong to the such Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Arrangement Agreement and Plan of Merger (Burger King Worldwide, Inc.), Voting Agreement (New Red Canada Partnership), Voting Agreement (3G Capital Partners LP)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and direct and indirect economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Voting and Support Agreement (National Holdings Corp), Voting and Support Agreement (Gilman Ciocia, Inc.), Voting and Support Agreement (Document Security Systems Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed deemed, upon execution, to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderInvestor, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Investor in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Contribution, Non Tender and Support Agreement (GTCR Gridlock Acquisition Sub, Inc.), Contribution, Non Tender and Support Agreement (Union Drilling Inc), Contribution, Non Tender and Support Agreement (Global Traffic Network, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent Buyer any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, any Parent Shares and all ownership and economic benefits of and relating to the Covered Parent Shares shall remain vested in and belong to the Stockholderapplicable Shareholder. Except as otherwise provided herein, and Parent Buyer shall not have no any authority to direct the Stockholder any Shareholder in the voting or disposition of any Parent Shares. For the avoidance of doubt, the Covered Shareholder shall be entitled to any dividends or other distributions declared by Parent with respect to the Shareholder’s Parent Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Support Agreement (RTI Surgical Holdings, Inc.), Support Agreement (RTI Surgical Holdings, Inc.), Support Agreement (RTI Surgical Holdings, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the each Stockholder, and Parent shall have no authority to direct the such Stockholder in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Voting and Support Agreement (ZAGG Inc), Voting and Support Agreement (Endurance International Group Holdings, Inc.), Voting and Support Agreement (Musallam Ramzi M)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the any Stockholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise expressly provided herein.
Appears in 3 contracts
Sources: Voting and Support Agreement (Quanterix Corp), Voting and Support Agreement (Quanterix Corp), Voting Agreement (Mattson Technology Inc)
No Ownership Interest. Nothing Except as otherwise provided herein, nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Shareholder Tender Agreement, Shareholder Agreement (Endo Pharmaceuticals Holdings Inc), Shareholder Agreement (Healthtronics, Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Parent or any other Person any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholdereach respective Shareholder, and neither the Parent nor any other Person shall have no any authority to direct the Stockholder such Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.
Appears in 3 contracts
Sources: Shareholder Support Agreement (SciSparc Ltd.), Shareholder Support Agreement (Anchiano Therapeutics Ltd.), Shareholder Support Agreement (Anchiano Therapeutics Ltd.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Parent Shares. All rights, ownership and economic benefits of and relating to the Covered Parent Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Parent Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co), Stockholders Agreement (Hillshire Brands Co)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise specifically provided herein, or in the performance of Stockholder’s duties or responsibilities as stockholders of the Company.
Appears in 3 contracts
Sources: Merger Agreement (Aeroways, LLC), Merger Agreement (Cke Restaurants Inc), Merger Agreement (Cke Restaurants Inc)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Acquisition Sub any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholderapplicable Principal Holder, and nothing herein shall, or shall be construed to, grant Parent shall have no authority any power, sole or shared, to direct the Stockholder in or control the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Tender and Support Agreement (Receptos, Inc.), Merger Agreement (Celgene Corp /De/), Tender and Support Agreement (Celgene Corp /De/)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderTrust and ▇▇. ▇▇▇▇▇, and Parent and Merger Sub shall have no authority to direct the Stockholder Trust or ▇▇. ▇▇▇▇▇ in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Merger Agreement (Straight Path Communications Inc.), Voting Agreement (Patrick Henry Tr DTD July 31 2013), Merger Agreement (Straight Path Communications Inc.)
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholders, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Shareholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
Appears in 3 contracts
Sources: Shareholders Agreement (Kos Pharmaceuticals Inc), Shareholders Agreement (Abbott Laboratories), Shareholders Agreement (Jaharis Mary)