Common use of Certain Covenants of the Stockholder Clause in Contracts

Certain Covenants of the Stockholder. Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly: (a) sell, transfer, pledge, encumber, assign or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares other than transfers to family members, trusts for the benefit of the Stockholder or family members or in connection with estate planning but only if the transferee of such Shares agrees in writing to be bound by the provisions of this Agreement with respect to such Shares; (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (c) except as otherwise permitted to C.R. Xxxxxx xxx the directors of C.R. Xxxxxx xxxsuant to Section 6.3(a) of the Merger Agreement and in circumstances where the Stockholder or its representative is acting solely in his or her capacity as a director of C.R. Xxxxxx, xxke any action to encourage, solicit, initiate, or participate in any way in discussions or negotiations with, or furnish any information to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist, facilitate or encourage, any person or entity (other than 7 Parent and Purchaser, or officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of assets, sale of shares of capital stock or similar transactions involving the Company or any division of the Company.

Appears in 4 contracts

Samples: Stock Option Agreement (Nelson Thomas Inc), Stock Option Agreement (Nelson Thomas Inc), Stock Option Agreement (Gibson C R Co Inc)

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Certain Covenants of the Stockholder. Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly: (a) sell, transfer, pledge, encumber, assign or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares other than transfers to family members, trusts for the benefit of the Stockholder or family members or in connection with estate planning but only if the transferee of such Shares agrees in writing to be bound by the provisions of this Agreement with respect to such Shares;; 7 (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (c) except as otherwise permitted to C.R. Xxxxxx xxx the directors of C.R. Xxxxxx xxxsuant to Section 6.3(a) of the Merger Agreement and in circumstances where the Stockholder or its representative is acting solely in his or her capacity as a director of C.R. Xxxxxx, xxke any action to encourage, solicit, initiate, or participate in any way in discussions or negotiations with, or furnish any information to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist, facilitate or encourage, any person or entity (other than 7 Parent and Purchaser, or officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of assets, sale of shares of capital stock or similar transactions involving the Company or any division of the Company.

Appears in 2 contracts

Samples: Stock Option Agreement (Gibson C R Co Inc), Stock Option Agreement (Gibson C R Co Inc)

Certain Covenants of the Stockholder. Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly: (a) sell, transfer, pledge, encumber, assign or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares other than transfers to family members, trusts for the benefit of the Stockholder or family members or in connection with estate planning but only if the transferee of such Shares agrees in writing to be bound by the provisions of this Agreement with respect to such Shares; (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (c) except as otherwise permitted to C.R. Xxxxxx xxx the directors of C.R. Xxxxxx xxxsuant to Section 6.3(a) of the Merger Agreement and in circumstances where the Stockholder or its representative is acting solely in his or her capacity as a director of C.R. Xxxxxx, xxke any action to encourage, solicit, initiate, or participate in any way in discussions or negotiations with, or furnish any information to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist, facilitate or encourage, any person or entity (other than 7 Parent and Purchaser, or officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of assets, sale of shares of capital stock or similar transactions involving the Company or any division of the Company.

Appears in 1 contract

Samples: Stock Option Agreement (Gibson C R Co Inc)

Certain Covenants of the Stockholder. Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly: (a) sell, transfer, pledge, encumber, assign or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares other than transfers to family members, trusts for the benefit of the Stockholder or family members or in connection with estate planning but only if the transferee of such Shares agrees in writing to be bound by the provisions of this Agreement with respect to such Shares; (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (c) except as otherwise permitted to C.R. Xxxxxx xxx xxd the directors of C.R. Xxxxxx xxxsuant to Section 6.3(a) of the Merger Agreement and in circumstances where the Stockholder or its representative is acting solely in his or her 7 capacity as a director of C.R. Xxxxxx, xxke any action to encourage, solicit, initiate, or participate in any way in discussions or negotiations with, or furnish any information to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist, facilitate or encourage, any person or entity (other than 7 Parent and Purchaser, or officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of assets, sale of shares of capital stock or similar transactions involving the Company or any division of the Company.

Appears in 1 contract

Samples: Stock Option Agreement (Nelson Thomas Inc)

Certain Covenants of the Stockholder. Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly: (a) sell, transfer, pledge, encumber, assign or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares other than transfers to family members, trusts for the benefit of the Stockholder or family members or in connection with estate planning but only if the transferee of such Shares agrees in writing to be bound by the provisions of this Agreement with respect to such Shares; (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (c) except as otherwise permitted to C.R. Xxxxxx xxx the directors of C.R. Xxxxxx xxxsuant to Section 6.3(a) of the Merger Agreement and in circumstances where the Stockholder or its representative is acting solely in his or her 7 7 capacity as a director of C.R. Xxxxxx, xxke any action to encourage, solicit, initiate, or participate in any way in discussions or negotiations with, or furnish any information to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist, facilitate or encourage, any person or entity (other than 7 Parent and Purchaser, or officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of assets, sale of shares of capital stock or similar transactions involving the Company or any division of the Company.

Appears in 1 contract

Samples: Stock Option Agreement (Nelson Thomas Inc)

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Certain Covenants of the Stockholder. Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly: (a) sell, transfer, pledge, encumber, assign or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares other than transfers to family members, trusts for the benefit of the Stockholder or family members or in connection with estate planning but only if the transferee of such Shares agrees in writing to be bound by the provisions of this Agreement with respect to such Shares; (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (c) except as otherwise permitted to C.R. Xxxxxx xxx xxd the directors of C.R. Xxxxxx xxxsuant to Section 6.3(a) of the Merger Agreement and in circumstances where the Stockholder or its representative is acting solely in his or her capacity as a director of C.R. Xxxxxx, xxke xake any action to encourage, solicit, initiate, or participate in any way in discussions or negotiations with, or furnish any information to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist, facilitate or encourage, any person or entity (other than 7 Parent and Purchaser, or officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of assets, sale of shares of capital stock or similar transactions involving the Company or any division of the Company.

Appears in 1 contract

Samples: Stock Option Agreement (Nelson Thomas Inc)

Certain Covenants of the Stockholder. Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly: (a) sell, transfer, pledge, encumber, assign or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares other than transfers to family members, trusts for the benefit of the Stockholder or family members or in connection with estate planning but only if the transferee of such Shares agrees in writing to be bound by the provisions of this Agreement with respect to such Shares; (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (c) except as otherwise permitted to C.R. Xxxxxx xxx the directors of C.R. Xxxxxx xxxsuant to Section 6.3(a) of the Merger Agreement and in circumstances where the Stockholder or its representative is acting solely in his or her capacity as a director of C.R. Xxxxxx, xxke any action to encourage, solicit, initiate, or participate in any way in discussions or negotiations with, or furnish any information to, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise assist, facilitate or encourage, any person or entity (other than 7 7 Parent and Purchaser, or officers, directors, representatives, agents, affiliates or associates) in connection with any possible or proposed merger, consolidation, business combination, liquidation, reorganization, sale or other disposition of assets, sale of shares of capital stock or similar transactions involving the Company or any division of the Company.

Appears in 1 contract

Samples: Stock Option Agreement (Gibson C R Co Inc)

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