Restriction on Transfer; Proxies; Non-Interference; etc Sample Clauses
Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the termination of this Agreement in accordance with its terms, Stockholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment, constructive disposition or other disposition of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Stockholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(e). As used herein, the term “Constructive Disposition” means, with respect to any Stockholder Shares, a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership; provided, however, that nothing in this Agreement shall restrict the ability of the Stockholder to engage in any hedging, derivative or other transactions relating to, or to otherwise transfer, any securities of any Person other than the Company.
Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the termination of this Agreement pursuant to Section 4, Shareholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including profit-sharing) or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares (other than as contemplated herein), (iii) take any action that would make any representation or warranty of Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d). Any attempted transfer of Shareholder Shares in violation of this Section 1(d) shall be null and void. In addition, from and after the Acceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply with the Acquisition Agreement.
Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, the Shareholders shall not, directly or indirectly (i) except as set forth on Schedule 1(d) hereto sell, transfer, give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares, (iii) take any action that would make any representation or warranty of the Shareholders set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying any Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d).
Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, no Executing Stockholder shall, or permit any Affiliated Stockholder to, directly or indirectly (i) Transfer (including by operation of law, which shall include through a merger) or enter into any contract, option or other arrangement or understanding with respect to the Transfer of, any Stockholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) take any action or fail to take any action that (x) would make any representation or warranty of Executing Stockholder set forth in this Agreement untrue or incorrect in any material respect, have the effect of preventing, disabling or delaying such Executing Stockholder from performing any of its obligations under this Agreement or prevent the consummation of the transactions contemplated by this Agreement, or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(c), except in each case for any pledge of Stockholder Shares under any pledge agreement existing at the date hereof (which Stockholder Shares shall be released prior to the date the Stockholder Shares are tendered in accordance with this Agreement. Subject to the last sentence of this Section 1(c), and in furtherance of this Agreement, each Executing Stockholder hereby authorizes and shall promptly request, and shall cause each Affiliated Stockholder to promptly request and authorize, the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Stockholder Shares of such Stockholder (and that this Agreement places limits on the voting and Transfer of such Stockholder Shares). For purposes of this Agreement, “Transfer” means with respect to any security, a sale, assignment, transfer, constructive sale or other disposition, advancement of funds, extension of credit, financial accommodation, credit support, exchange, mortgage, pledge, hypothecation, encumbrance, or grant of a security interest, or the offer to make such a sale, assignment, transfer, constructive sale or other disposition of such security or the record or beneficial ownership thereof, and each agreement, arrangement or understanding, whether or not in...
Restriction on Transfer; Proxies; Non-Interference; etc. From and after the date hereof until any termination of this Agreement in accordance with its terms, each Shareholder agrees that it shall not (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares, (ii) deposit any of such Shareholder's Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares or (iii) take any action that would make any representation or warranty of the Shareholders set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or materially delaying the Shareholders from performing any of their obligations under this Agreement.
Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, Shareholder shall
Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, each Shareholder shall not directly or indirectly (i) sell, transfer, give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any of its Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any of its Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of its Shareholder Shares, (iii) take any action that would make any representation or warranty of such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling or delaying such Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(b). Notwithstanding the foregoing, a Shareholder may make transfers of its Shareholder Shares by will, gift, operation of Laws, for estate planning purposes, to an affiliate of such Shareholder or to another Shareholder, in each case, in which the transferee (other than another Shareholder, for whom such transferred Company Shares shall constitute additional Shareholder Shares of the Shareholder to whom such Company Shares were transferred) agrees to be bound by all terms of this Agreement.
Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, each Stockholder shall not, directly or indirectly, (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Covered Shares (or any right, title or interest thereto or therein), (ii) deposit any Covered Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Covered Shares, (iii) otherwise permit any Liens to be created on any Covered Shares, (iv) subject to Section 5(a), knowingly take any action that would make any representation or warranty of such Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying such Stockholder from performing any of its obligations under this Agreement or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii), (iii) and (iv) of this Section 1(c).
Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, Stockholder shall not (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Stockholder Shares, (ii) deposit any Stockholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares or (iii) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or materially delaying Stockholder from performing any of its obligations under this Agreement.
Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the earlier of the Effective Time and any termination of this Agreement in accordance with its terms, Holder shall not (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any Contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Holder Shares or Additional Shares, (ii) deposit any Holder Shares or Additional Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Holder Shares or Additional Shares other than in the ordinary course of business, consistent with past practice and not in material amounts or (iii) take any action that would make any representation or warranty of Holder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Holder from performing any of its obligations under this Agreement. Holder shall not make any request under any investor rights, registration rights or other similar agreements with the Company for the registration of any Holder Shares under the Securities Act. Effective as of the Effective Time, Holder shall take all action require to cause or procure the resignation or removal of any and all its designees on board of directors of the Company and any of its subsidiaries (and each committee thereof). Holder and the Company agree that all investor rights, registration rights and other similar agreements to which the Company and Holder are parties shall automatically terminate immediately prior to the Effective Time and shall thereafter be of no further force or effect.