Prohibition on Transfers, Other Actions. During the term of this Agreement, each Stockholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest therein (including by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer, (ii) subject to Section 4.3(b) below, enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub), or knowingly take any other action, that violates or conflicts with the Stockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) knowingly take any action that could restrict or otherwise affect the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio.
Appears in 2 contracts
Sources: Voting Agreement (Tenet Healthcare Corp), Merger Agreement (Vanguard Health Systems Inc)
Prohibition on Transfers, Other Actions. During the term of this Agreement, each Stockholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest therein (including by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer, therein; (ii) subject to Section 4.3(b) below, enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub)Person, or knowingly take any other action, that violates or conflicts with the or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, Stockholder’s 's representations, warranties, covenants and obligations under this Agreement, or ; (iii) knowingly take any action that could restrict or otherwise affect the Stockholder’s 's legal power, authority and right to comply with and perform his or its covenants and obligations under this Agreement; or (iv) permit the Covered Shares to become subject to any Lien. Any Transfer in violation of this provision shall be void ab initionull and void.
Appears in 2 contracts
Sources: Voting Agreement (Markwest Energy Partners L P), Voting Agreement (Markwest Hydrocarbon Inc)
Prohibition on Transfers, Other Actions. During the term of this Agreement, each Each Stockholder hereby agrees not to (i) Transfer any of the such Stockholder’s Covered Shares, Beneficial Ownership or record ownership thereof or any other interest therein (including by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer, ; (ii) subject to Section 4.3(b) below, enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub)Person, or knowingly take any other action, that violates or conflicts with the or could reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) knowingly take any action that could restrict or otherwise affect the such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Each Stockholder agrees that any Transfer in violation of this provision shall be void ab initioand of no force or effect.
Appears in 2 contracts
Sources: Voting Agreement (optionsXpress Holdings, Inc.), Voting Agreement (Schwab Charles Corp)
Prohibition on Transfers, Other Actions. During the term of this Agreement, each (a) . Each Stockholder hereby agrees not to (i) Transfer any of the such Stockholder’s Covered Shares, Beneficial Ownership thereof Shares or any other interest therein (including by tendering into a tender or exchange offer)prior to the Record Date, unless such Transfer is a Permitted Transfer, ; (ii) subject to Section 4.3(b) below, enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub)Person, or knowingly take any other action, that violates or conflicts with the or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement, ; or (iii) knowingly take any action that could restrict would have a reasonable possibility of restricting or otherwise affect the adversely affecting, in any material respect, such Stockholder’s legal power, authority and right to comply with and perform its such Stockholder’s covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio.
Appears in 1 contract
Prohibition on Transfers, Other Actions. During the term of this Agreement, each Stockholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest therein (including by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer, (ii) subject to Section 4.3(b4.03(b) below, enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub), or knowingly take any other action, that violates or conflicts with the Stockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) knowingly take any action that could would restrict or otherwise affect the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio.
Appears in 1 contract
Sources: Voting Agreement (Edgen Group Inc.)
Prohibition on Transfers, Other Actions. During Except as provided for in the term of this Contribution Agreement, each Stockholder hereby agrees not to (i) Transfer any of the such Stockholder’s Covered Shares, Beneficial Ownership thereof Shares or any other interest therein (including by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfertherein, (ii) subject to Section 4.3(b) below, enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub)Person, or knowingly take any other action, that violates or conflicts with the or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) knowingly take any action that could restrict or otherwise affect the such Stockholder’s legal power, authority and right to comply with and perform its such Stockholder’s covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio.
Appears in 1 contract