Common use of No Proxies for or Encumbrances on Optioned Shares Clause in Contracts

No Proxies for or Encumbrances on Optioned Shares. Except as contemplated by this Agreement, until the termination of this Agreement pursuant to Section 10.1, Grantor shall not, directly or indirectly, (i) grant any proxies (other than a revocable proxy granted in connection with a meeting of stockholders) or enter into any voting trust or other agreement or arrangement with respect to the voting of any Optioned Shares, (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Optioned Shares or (iii) seek or solicit any transaction or arrangement described in clauses (i) and (ii). Grantor will notify Purchaser promptly (and provide all details reasonably requested by Purchaser) if Grantor is approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. Nothing herein shall be deemed to prevent or restrict (x) Grantor or its Affiliates from voting its shares in its sole discretion on all matters, except as otherwise agreed to between Grantor, its Affiliates, and BTH in the Shareholders Agreement or otherwise, or between Grantor, its Affiliates and Comcast in the ▇▇▇▇▇/Comcast Agreement or otherwise or (y) any Affiliate of Grantor from taking or refraining from taking any other action not provided herein or otherwise agreed to between Grantor, its Affiliates and BTH in the Shareholders Agreement, the ▇▇▇▇▇/Comcast Agreement or otherwise or between Grantor, its Affiliates and Comcast in the ▇▇▇▇▇/Comcast Agreement."

Appears in 1 contract

Sources: Option Agreement (Comcast Cellular Corp)

No Proxies for or Encumbrances on Optioned Shares. Except ------------------------------------------------- as contemplated by this Agreement, until the termination of this Agreement pursuant to Section 10.1, Grantor shall not, directly or indirectly, (i) grant any proxies (other than a revocable proxy granted in connection with a meeting of stockholders) or enter into any voting trust or other agreement or arrangement with respect to the voting of any Optioned Shares, (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Optioned Shares or (iii) seek or solicit any transaction or arrangement described in clauses (i) and (ii). Grantor will notify Purchaser promptly (and provide all details reasonably requested by Purchaser) if Grantor is approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. Nothing herein shall be deemed to prevent or restrict (x) Grantor or its Affiliates from voting its shares in its sole discretion on all matters, except as otherwise agreed to between Grantor, its Affiliates, and BTH in the Shareholders Agreement or otherwise, or between Grantor, its Affiliates and Comcast in the ▇▇▇▇▇/Comcast Agreement or otherwise or (y) any Affiliate of Grantor from taking or refraining from taking any other action not provided herein or otherwise agreed to between Grantor, its Affiliates and BTH in the Shareholders Agreement, the ▇▇▇▇▇/Comcast Agreement or otherwise or between Grantor, its Affiliates and Comcast in the ▇▇▇▇▇/Comcast Agreement."

Appears in 1 contract

Sources: Option Agreement (Jones Glenn R Et Al)