Common use of Agreement to Not Transfer the Covered Shares Clause in Contracts

Agreement to Not Transfer the Covered Shares. Until the Expiration Time, the Stockholder agrees not to Transfer or cause or permit the Transfer of any of the Stockholder’s Covered Shares, other than with the prior written consent of Parent; provided, however, that the Stockholder may Transfer any such Covered Shares to (a) any other Stockholder or any Affiliate of the Stockholder, (b) any beneficial owner of Stockholder, in each case only if the transferee of such Covered Shares evidences in a writing reasonably satisfactory to Parent such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect as such transferring Stockholder or (c) any Permitted Transferee, in which case any such transferred Covered Shares shall continue to be bound by this Agreement; provided that, prior to and as a condition to the effectiveness of such Transfer, any such Permitted Transferee executes a counterpart signature page to this Agreement and delivers the same to Parent and the Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” pursuant to, and to be bound by the terms and conditions of, this Agreement with respect to such Covered Shares that are the subject of such Transfer. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 2 shall be null and void and of no effect whatsoever. The Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any securities in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the Transactions.

Agreement to Not Transfer the Covered Shares. Until the Expiration Time, the each Stockholder agrees not to and to cause each of its Affiliates not to Transfer or cause or permit the Transfer of any of the such Stockholder’s Covered SharesShares (except as provided in this Section 2), other than with the prior written consent of Parent; provided, however, that the any Stockholder may may, (a) with respect to Covered Shares that are shares of Class B Common Stock, Transfer any such Covered Shares to any Permitted Transferee of Stockholder (aas defined in Section 5(g), Article V of the Charter), and (b) with respect to Covered Shares that are shares of Class A Common Stock, Transfer any such Covered Shares (i) by will or by operation of law or other Transfers for estate planning purposes, (ii) underlying such Stockholder’s Company Stock Options, Company RSUs and/or Company PSUs for the net settlement of such Company Options, Company RSUs and/or Company PSUs in order to satisfy any tax withholding obligation or to pay the exercise price of such Company Stock Options, (iii) to any stockholder, member or partner of any Stockholder or which is an entity and under common control with such Stockholder, and (iv) to any Affiliate of the Stockholder, (b) any beneficial owner of Stockholder under common control with such Stockholder, in each case of clauses (a) and (b), only if the such transferee of such Covered Shares Shares, as a condition to such transfer, evidences in writing in a writing form reasonably satisfactory to Parent Purchaser such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect as such transferring Stockholder or (c) any Permitted Transferee, in which case any such transferred Covered Shares shall continue to be bound by this Agreement; provided that, prior to and as a condition to the effectiveness of such Transfer, any such Permitted Transferee executes a counterpart signature page to this Agreement and delivers the same to Parent and the Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” pursuant to, and to be bound by the terms and conditions of, this Agreement with respect to such Covered Shares that are the subject of such Transfer. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 2 shall be null and void ab initio and of no effect whatsoever. The If any involuntary Transfer of any of such Stockholder’s Covered Shares shall occur (including a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Time, in furtherance of this Agreement, each Stockholder hereby authorizes the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares (and that this Agreement places limits on the voting and transfer of such Covered Shares). To the extent requested by Xxxxxx, each Stockholder shall promptly surrender or cause to be surrendered the certificate(s), if any, representing any Covered Shares owned beneficially or of record from time to time by the Stockholder so that the transfer agent of such Covered Shares may affix onto such certificate(s) an appropriate legend referencing the restrictions on transfer and ownership set forth in this Agreement. Each Stockholder further acknowledges and agrees that, with respect to any Covered Shares owned beneficially or of record by such Stockholder that are uncertificated, this Agreement shall constitute notice to such Stockholder of any legend that would be set forth on any certificate representing such Covered Shares if such Covered Shares were represented by a certificate. Each Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any securities in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the TransactionsMerger Agreement (it being understood that any agreements or arrangements with Parent or its Affiliates shall not result in a breach of this sentence).

Agreement to Not Transfer the Covered Shares. Until the Expiration Time, the each Stockholder agrees not to and to cause each of its Affiliates not to Transfer or cause or permit the Transfer of any of the such Stockholder’s Covered SharesShares (except as provided in this Section 2), other than with the prior written consent of Parent; provided, however, that the any Stockholder may may, (a) with respect to Covered Shares that are shares of Class B Common Stock, Transfer any such Covered Shares to any Permitted Transferee of Stockholder (aas defined in Section 5(g), Article V of the Charter), and (b) with respect to Covered Shares that are shares of Class A Common Stock, Transfer any such Covered Shares (i) by will or by operation of law or other Transfers for estate planning purposes, (ii) underlying such Stockholder’s Company Stock Options, Company RSUs and/or Company PSUs for the net settlement of such Company Options, Company RSUs and/or Company PSUs in order to satisfy any tax withholding obligation or to pay the exercise price of such Company Stock Options, (iii) to any stockholder, member or partner of any Stockholder or which is an entity and under common control with such Stockholder, and (iv) to any Affiliate of the Stockholder, (b) any beneficial owner of Stockholder under common control with such Stockholder, in each case of clauses (a) and (b), only if the such transferee of such Covered Shares Shares, as a condition to such transfer, evidences in writing in a writing form reasonably satisfactory to Parent Purchaser such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect as such transferring Stockholder or (c) any Permitted Transferee, in which case any such transferred Covered Shares shall continue to be bound by this Agreement; provided that, prior to and as a condition to the effectiveness of such Transfer, any such Permitted Transferee executes a counterpart signature page to this Agreement and delivers the same to Parent and the Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” pursuant to, and to be bound by the terms and conditions of, this Agreement with respect to such Covered Shares that are the subject of such Transfer. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 2 shall be null and void ab initio and of no effect whatsoever. The If any involuntary Transfer of any of such Stockholder’s Covered Shares shall occur (including a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Time, in furtherance of this Agreement, each Stockholder hereby authorizes the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares (and that this Agreement places limits on the voting and transfer of such Covered Shares). To the extent requested by Parent, each Stockholder shall promptly surrender or cause to be surrendered the certificate(s), if any, representing any Covered Shares owned beneficially or of record from time to time by the Stockholder so that the transfer agent of such Covered Shares may affix onto such certificate(s) an appropriate legend referencing the restrictions on transfer and ownership set forth in this Agreement. Each Stockholder further acknowledges and agrees that, with respect to any Covered Shares owned beneficially or of record by such Stockholder that are uncertificated, this Agreement shall constitute notice to such Stockholder of any legend that would be set forth on any certificate representing such Covered Shares if such Covered Shares were represented by a certificate. Each Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any securities in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the TransactionsMerger Agreement (it being understood that any agreements or arrangements with Parent or its Affiliates shall not result in a breach of this sentence).

Agreement to Not Transfer the Covered Shares. Until the Expiration Time, the Stockholder agrees not to Transfer or cause or permit the Transfer of any of the Stockholder’s Covered Shares, or take any action that would reasonably be expected to prevent or materially impair or materially delay the Contemplated Transactions, in each case, other than with the prior written consent of Parent; provided, however, that the [(i)] any Stockholder may Transfer any such Covered Shares to (a) any other Stockholder or any Affiliate of the Stockholder, Stockholder or (b) any beneficial owner of the Stockholder, in each case case, only if the transferee of such Covered Shares evidences in a writing reasonably satisfactory to Parent such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect as such transferring Stockholder[, and (ii) notwithstanding anything herein to the contrary, any transaction involving the Stockholder (including any transfer of the Stockholder’s equity and including any change of control of the Stockholder (whether by merger, stock sale or (cotherwise)) any Permitted Transferee, in which case any such transferred that is not a direct transfer of Covered Shares shall continue to under no circumstances constitute a Transfer under this Agreement or otherwise be bound restricted by this AgreementSection 2; provided that, prior to and as a condition to that the effectiveness of Stockholder’s obligations hereunder shall survive such Transfer, any such Permitted Transferee executes a counterpart signature page to this Agreement and delivers the same to Parent and the Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” pursuant to, and to be bound by transaction in accordance with the terms and conditions of, of this Agreement with respect to such Covered Shares that are the subject of such TransferAgreement]. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 2 shall be null and void and of no effect whatsoever. The Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any securities in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the Contemplated Transactions.

Agreement to Not Transfer the Covered Shares. Until the Expiration Time, the Stockholder agrees not to Transfer or cause or permit the Transfer of any of the Stockholder’s Covered Shares, or take any action that would reasonably be expected to prevent or materially impair or materially delay the Contemplated Transactions, in each case, other than with the prior written consent of Parent; provided, however, that the (i) any Stockholder may Transfer any such Covered Shares to (a) any other Stockholder or any Affiliate of the Stockholder, Stockholder or (b) any beneficial owner of the Stockholder, in each case case, only if the transferee of such Covered Shares evidences in a writing reasonably satisfactory to Parent such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect as such transferring Stockholder, and (ii) notwithstanding anything herein to the contrary, any transaction involving the Stockholder (including any transfer of the Stockholder’s equity and including any change of control of the Stockholder (whether by merger, stock sale or (cotherwise)) any Permitted Transferee, in which case any such transferred that is not a direct transfer of Covered Shares shall continue to under no circumstances constitute a Transfer under this Agreement or otherwise be bound restricted by this AgreementSection 2; provided that, prior to and as a condition to that the effectiveness of Stockholder’s obligations hereunder shall survive such Transfer, any such Permitted Transferee executes a counterpart signature page to this Agreement and delivers the same to Parent and the Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” pursuant to, and to be bound by transaction in accordance with the terms and conditions of, of this Agreement with respect to such Covered Shares that are the subject of such TransferAgreement. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 2 shall be null and void and of no effect whatsoever. The Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) with respect to any securities in the Company for the purpose of opposing or competing with or taking any actions inconsistent with the Contemplated Transactions.

Agreement to Not Transfer the Covered Shares. Until the Expiration Time, the each Stockholder agrees not to and to cause each of its Affiliates not to Transfer or cause or permit the Transfer of any of the such Stockholder’s Covered SharesShares (except as provided in this Section 2), other than with the prior written consent of Parent; provided, however, that the any Stockholder may may, (a) with respect to Covered Shares that are shares of Class B Common Stock, Transfer any such Covered Shares to any Permitted Transferee of Stockholder (aas defined in Article IV of the Charter), and (b) with respect to Covered Shares that are shares of Class A Common Stock, Transfer any such Covered Shares (i) by will or by operation of law or other Transfers for estate planning purposes, (ii) underlying such Stockholder’s Company Options and/or Company RSUs for the net settlement of such Company Options and/or Company RSUs in order to satisfy any tax withholding obligation or to pay the exercise price of such Company Options, (iii) to any stockholder, member or partner of any Stockholder or which is an entity and under common control with such Stockholder, and (iv) to any Affiliate of the Stockholder, (b) any beneficial owner of Stockholder under common control with such Stockholder, in each case of clauses (a) and (b), only if the such transferee of such Covered Shares evidences in a writing reasonably satisfactory to Parent such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect as such transferring Stockholder or (c) any Permitted Transferee, in which case any such transferred Covered Shares shall continue to be bound by this Agreement; provided that, prior to and as a condition to the effectiveness of such Transfer, any such Permitted Transferee executes a counterpart signature page to this Agreement and delivers the same to Parent and the Company, pursuant to which such Permitted Transferee agrees to be a “Stockholder” pursuant to, and to be bound by the terms and conditions of, this Agreement with respect to such Covered Shares that are the subject of such Transfer. Any Transfer or attempted Transfer of any Covered Shares in violation of this Section 2 shall be null and void and of no effect whatsoever. The Stockholder agrees that it If any involuntary transfer of any of such Stockholder’s Covered Shares shall notoccur (including a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and shall cause each of its Affiliates not to, become a member of a “group” (as defined under Section 13(d) all transferees and subsequent transferees of the Exchange Actinitial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement. At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Time, in furtherance of this Agreement, each Stockholder hereby authorizes the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to any securities in all of the Company for Covered Shares (and that this Agreement places limits on the purpose voting and transfer of opposing or competing with or taking any actions inconsistent with the Transactionssuch Covered Shares).