Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s Shares and shall be binding upon any Person to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 27 contracts
Samples: Tender and Voting Agreement (Janel Corp), Tender and Voting Agreement (Janel Corp), Tender and Voting Agreement (Janel Corp)
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation the Stockholder’s heirs, guardians, administrators 's constituent partners or its successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 27 contracts
Samples: Voting Agreement (Coyote Sports Inc), Voting Agreement (Royal Precision Inc), Voting Agreement (Coyote Sports Inc)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 26 contracts
Samples: Stockholders Agreement (First Southwest Co Et Al), Merger Agreement (Ply Gem Industries Inc), Stockholders Agreement (Continental Circuits Corp)
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership of such any Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 23 contracts
Samples: Tender and Voting Agreement and Irrevocable Proxy (Msas Acquisition Corp), Tender and Voting Agreement and Irrevocable Proxy (Msas Acquisition Corp), Tender and Voting Agreement (Msas Acquisition Corp)
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares with respect to which Stockholder has voting power and shall be binding upon any Person person to whom legal or beneficial ownership of any Shares with respect to which legal or Beneficial Ownership of such Shares Stockholder has voting power shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of SharesShares with respect to which Stockholder has voting power, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 18 contracts
Samples: Irrevocable Proxy and Voting/Lock Up Agreement (Excelon Corp), Irrevocable Proxy and Voting Agreement (C Bridge Internet Solutions Inc), Irrevocable Proxy and Voting/Lock Up Agreement (Excelon Corp)
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Stockholder Shares beneficially owned by such Stockholder and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership of such Shares shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 17 contracts
Samples: Merger Agreement (Arch Petroleum Inc /New/), Agreement and Plan of Reorganization (BGS Systems Inc), Stockholder Agreement (Arch Petroleum Inc /New/)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding successors or as a result of any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreementdivorce.
Appears in 15 contracts
Samples: Voting Agreement (Cmco Inc), Management Voting Agreement (Gni Group Inc /De/), Voting Agreement (Bankers Trust New York Corp)
Certain Events. Stockholder Each Shareholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s such Shareholder's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s including, without limitation, such Shareholder's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 13 contracts
Samples: Shareholder Agreement (Benach Henry), Shareholders Agreement (Duty Free International Inc), Shareholder Agreement (Milstein Paul)
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementin the event such transferee does not perform such obligations.
Appears in 11 contracts
Samples: Stockholders Agreement (United Pan Europe Communications Nv), Stockholders Agreement (Entertainment Inc), Stockholders Agreement (Entertainment Inc)
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 11 contracts
Samples: Merger Agreement (Berkshire Hathaway Inc), Merger Agreement (Berkshire Hathaway Inc), Stockholders Agreement (Kohn Robert H)
Certain Events. Subject to Section 4.01 hereof, the Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person person or entity to which legal ownership or Beneficial Ownership of such the Shares shall pass, whether by operation of law or otherwise, including including, without limitation, the Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any such transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 10 contracts
Samples: Stockholder Agreement (Fargo Electronics Inc), Stockholder Agreement (Fargo Electronics Inc), Stockholder Agreement (Zebra Technologies Corp/De)
Certain Events. Stockholder agrees that during the term of this Agreement, this Agreement and the obligations hereunder shall attach to Stockholder’s Shares and shall be binding upon any Person to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor (if any) under this Agreement.
Appears in 8 contracts
Samples: Tender and Voting Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Tender and Voting Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Tender and Voting Agreement (Bishop Infrastructure III Acquisition Company, Inc.)
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s Shares and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership (as such term is applied under Rule 13d-3 of such the Securities Exchange Act of 1934, as amended) of the Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 8 contracts
Samples: Stockholder Agreement (Brining David R), Stockholder Agreement (Kci Acquisition Corp), Stockholder Agreement (Kci Acquisition Corp)
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law Law or otherwise, including including, without limitation, the Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding successors or as a result of any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreementdivorce.
Appears in 8 contracts
Samples: Stock Purchase Agreement and Agreement and Plan of Merger (NCP SBG Lp), Voting Agreement (NCP SBG Lp), Voting Agreement (NCP SBG Lp)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any such transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 6 contracts
Samples: Voting Agreement (Centerpoint Advisors Inc), Voting Agreement (Centerpoint Advisors Inc), Voting Agreement (Centerpoint Advisors Inc)
Certain Events. Each Stockholder agrees that this Agreement and the such Stockholder's obligations hereunder shall attach to such Stockholder’s 's Subject Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Subject Shares shall pass, whether by operation of law or otherwise, including such Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Subject Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 6 contracts
Samples: Voting Agreement (Schuler Homes Inc), Voting Agreement (Schuler Homes Inc), Voting Agreement (WPH Schuler LLC)
Certain Events. Each Stockholder agrees that this Agreement and the Stockholder's obligations hereunder shall attach to Stockholder’s the Owned Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such the Owned Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of the Owned Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 6 contracts
Samples: Support and Exchange Agreement (Loeb Partners Corp), Support and Exchange Agreement (D&b Acquisition Sub Inc), Support and Exchange Agreement (Dave & Busters Inc)
Certain Events. The Stockholder agrees that this Agreement and the Stockholder's obligations hereunder shall attach to Stockholder’s the Owned Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such the Owned Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of the Owned Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 5 contracts
Samples: Exchange Agreement (Valueclick Inc/Ca), Exchange Agreement (Valueclick Inc/Ca), Exchange Agreement (Brass Eagle Inc)
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s Shares and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 5 contracts
Samples: Stockholder Agreement, Merger Agreement (Lecroy Corp), Stockholder Agreement (Teledyne Technologies Inc)
Certain Events. The Stockholder agrees that this Agreement and the Stockholder’s obligations hereunder shall attach to Stockholder’s the Owned Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such the Owned Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of the Owned Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 5 contracts
Samples: Merger Agreement (Yak Communications Inc), Merger Agreement (Globalive Communications Corp.), Support and Exchange Agreement (Yak Communications Inc)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 5 contracts
Samples: Stockholders Agreement (Belo a H Corp), Stockholders Agreement (Access Solutions International Inc), Stockholders Agreement (Belo a H Corp)
Certain Events. Each Signatory Stockholder agrees that this Agreement and the such Signatory Stockholder's obligations hereunder shall attach to such Signatory Stockholder’s 's Subject Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Subject Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Signatory Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Subject Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 5 contracts
Samples: Stockholders Agreement (Ashton Robert B), Stockholders Agreement (Magnusson Johan), Stockholders Agreement (Workgroup Technology Corp)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Garan Inc), Stockholders Agreement (Xtra Corp /De/), Stockholders Agreement (Garan Inc)
Certain Events. Each Stockholder agrees that this Agreement and the such Stockholder's obligations hereunder shall attach to such Stockholder’s 's Owned Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Owned Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 4 contracts
Samples: Primary Voting Agreement (Newgen Results Corp), Secondary Voting Agreement (Newgen Results Corp), Stockholders Agreement (Cadence Design Systems Inc)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to each Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, each Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 4 contracts
Samples: Stockholders' Agreement (Sterigenics International Inc), Stockholders' Agreement (Sterigenics International Inc), Stockholders' Agreement (Ion Beam Applications S A)
Certain Events. The Stockholder agrees that this Agreement and the Stockholder’s obligations hereunder shall attach to Stockholder’s the Owned Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such the Owned Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of the Owned Shares, the transferor shall remain liable for the performance of all Stockholder’s obligations of the transferor under this Agreement.
Appears in 4 contracts
Samples: Exchange Agreement (K2 Inc), Exchange Agreement (K2 Inc), Exchange Agreement (K2 Inc)
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, the Stockholder’s 's heirs, executors, guardians, administrators administrators, trustees or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 4 contracts
Samples: Voting Agreement (BNMC Acquisition Co), Voting Agreement (BNMC Acquisition Co), Voting Agreement (Buckley Evan R)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and Options and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares or Options shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of SharesShares or Options, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 4 contracts
Samples: Stockholders Agreement (Snyder Dana R), Stockholders Agreement (Nortek Inc), Stockholders Agreement (Atrium Pg Acquisition Corp)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 4 contracts
Samples: Voting Agreement (Shaw Industries Inc), Voting Agreement (Berkshire Hathaway Inc), Voting Agreement (Berkshire Hathaway Inc)
Certain Events. Each Stockholder agrees that this Agreement and the Proxy and the obligations hereunder and thereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 4 contracts
Samples: Stockholders Agreement (Carson Inc), Stockholders Agreement (Kash N Karry Food Stores Inc), Stockholders Agreement (Food Lion Inc)
Certain Events. The Stockholder agrees that this Agreement and the Stockholder's obligations hereunder shall attach to the Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, the Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 3 contracts
Samples: Stockholder's Agreement (Excelon Corp), Stockholder Agreement (Novell Inc), Voting Agreement (Safeguard Scientifics Inc Et Al)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this AgreementStockholder.
Appears in 3 contracts
Samples: Stockholders Voting Agreement (Trimark Holdings Inc), Stockholders Voting Agreement (Trimark Holdings Inc), Stockholders Voting Agreement (Leventhal Russel S)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of his or her Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 3 contracts
Samples: Stockholders Agreement (Cable Car Beverage Corp), Stockholders Agreement (Triarc Companies Inc), Stockholders Agreement (Cable Car Beverage Corp)
Certain Events. Each Stockholder agrees that this Agreement and the such Stockholder's obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 3 contracts
Samples: Voting Agreement (Hilltopper Holding Corp), Voting Agreement (Warburg Pincus Equity Partners Lp), Stockholders Agreement (Information Holdings Inc)
Certain Events. Stockholder agrees that this Agreement -------------- and the Stockholder's obligations hereunder shall attach to Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Lerdal Mark D), Voting Agreement (Lerdal Mark D)
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Purchased Shares and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership of such the Purchased Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Purchased Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Stock Purchase and Stockholder Agreement (Msas Acquisition Corp), Stock Purchase and Stockholder Agreement (Msas Acquisition Corp)
Certain Events. Stockholder agrees that this Agreement and the Stockholder's obligations hereunder shall attach to Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Ribozyme Pharmaceuticals Inc), Voting Agreement (Kc Holding Corp)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership (as such term is applied under Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended) of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any the transfer of any Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Stock Agreement (Enviroq Corp /De/), Stock Agreement (Enviroq Corp /De/)
Certain Events. Each Stockholder agrees that this Agreement and the such Stockholder’s obligations hereunder shall attach to such Stockholder’s Shares and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer Transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (K2 Inc), Voting Agreement (Jarden Corp)
Certain Events. Company Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s his, her or its Company Shares and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership of such Company Shares shall pass, whether by operation of law or otherwise, including including, without limitation, Company Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any such transfer of Company Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Voting Agreement (Mercantile Equity Partners Iii L P), Stockholder Voting Agreement (Mercantile Equity Partners Iii L P)
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership (as such term is applied under Rule 13d-3 of the Exchange Act) of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any the transfer of any Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Stock Purchase Agreement (World Access Inc), Stock Purchase Agreement (World Access Inc)
Certain Events. Each Stockholder agrees that this Agreement and -------------- the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Stockholders Agreement (Marriott International Inc /Md/), Stockholders Agreement (Mi Subsidiary I Inc)
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s Shares Shares, Restricted Shares, Options and Director Stock Units and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares Shares, Restricted Shares, Options and Director Stock Units shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, Restricted Shares, Options and Director Stock Units, the transferor shall remain liable for the performance of all obligations of the transferor under this AgreementAgreement (other than in the case of any transfer to Purchaser or Parent or an affiliate of any thereof).
Appears in 2 contracts
Samples: Merger Agreement (North American Galvanizing & Coatings Inc), Stockholders Agreement (Azz Inc)
Certain Events. The Stockholder agrees that this Agreement and the Stockholder’s obligations hereunder shall attach to the Stockholder’s Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, the Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Somera Communications Inc), Voting Agreement (Somera Communications Inc)
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Stockholder Shares and shall be binding upon any Person person to which whom legal or Beneficial Ownership beneficial ownership of such any Stockholder Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Stockholder Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Irrevocable Proxy and Voting Agreement (Cadence Design Systems Inc), Irrevocable Proxy and Voting Agreement (Simplex Solutions Inc)
Certain Events. Each Stockholder agrees that this Agreement and the such Stockholder's obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all his or her obligations of the transferor under this Agreement.
Appears in 2 contracts
Samples: Stockholders' Agreement (Burns International Services Corp), Stockholders' Agreement (Stake Technology LTD)
Certain Events. Each of the Stockholder and Optionholders agrees that this Agreement and the obligations hereunder shall attach to the Stockholder’s 's or such Optionholder's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, the Stockholder’s 's or such Optionholder's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Stockholders Agreement (Cogentrix Energy Inc), Stockholders Agreement (Cogentrix Energy Inc)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s heirs, guardians, administrators or 's successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Tender and Stock Option Agreement (Peerless Industrial Group Inc), Tender and Stock Option Agreement (R B Capital Corp)
Certain Events. Company Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s his, her or its Company Shares and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership of such Company Shares shall pass, whether by operation of law or otherwise, including including, without limitation, Company Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any such transfer of Company Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Merger Agreement (Team America Inc), Merger Agreement (Vsource Inc)
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person person who has the right to which legal vote or Beneficial Ownership dispose of such Shares shall pass, whether by operation of law Law or otherwise, including including, without limitation, the Stockholder’s 's heirs, executors, guardians, administrators administrators, trustees or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Franklin Resources Inc), Voting Agreement (Franklin Resources Inc)
Certain Events. Each Stockholder agrees that this Agreement Agreement, including without limitation the proxy granted pursuant to Section 2, and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, representatives, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Stockholders Agreement (Massachusetts Mutual Life Insurance Co), Stockholders Agreement (Mutual Risk Management LTD)
Certain Events. The Stockholder agrees that this Agreement and the Stockholder's obligations hereunder shall attach to the Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, the Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Warburg Pincus Private Equity IX, L.P.), Voting Agreement (Warburg Pincus Private Equity IX, L.P.)
Certain Events. The Stockholder agrees that this -------------- Agreement and the Stockholder's obligations hereunder shall attach to Stockholder’s the Owned Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such the Owned Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of the Owned Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 2 contracts
Samples: Stockholder Agreement (Northrop Grumman Corp), Stockholder Agreement (Sind Acquisition Inc)
Certain Events. The Stockholder agrees that this Voting Agreement and the obligations hereunder shall attach to the Stockholder’s 's Shares and shall be binding upon any Person to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation, the Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any such transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Voting Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Harrys Farmers Market Inc), Asset Purchase Agreement (Harrys Farmers Market Inc)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s Voting Shares and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of such Voting Shares shall pass, whether by operation of law Law or otherwise, including including, without limitation, such Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Voting Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 2 contracts
Samples: Tender and Voting Agreement (Statoil Asa), Tender and Voting Agreement (Brigham Exploration Co)
Certain Events. Each Company Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s his, her or its Company Shares and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of such Company Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any such transfer of Company Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 2 contracts
Samples: Lock Up and Voting Agreement (Igo Corp), Lock Up and Voting Agreement (Mobility Electronics Inc)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 2 contracts
Samples: Stockholders Agreement (Trans World Airlines Inc /New/), Stockholders Agreement (BDM International Inc /De)
Certain Events. Each Stockholder agrees that this Agreement -------------- and the such Stockholder's obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all his or her obligations of the transferor under this Agreement.
Appears in 1 contract
Samples: Stockholders' Agreement (Securitas Acquisition Corp)
Certain Events. Each Stockholder agrees that this Agreement and the Stockholder’s obligations hereunder shall attach to Stockholder’s the Owned Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such the Owned Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of the Owned Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s his or its Stockholder Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Stockholder Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Stockholder Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person person to which 5 legal or Beneficial Ownership beneficial ownership of such any Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Samples: Voting Agreement (Intel Corp)
Certain Events. Each Stockholder agrees that this -------------- Agreement and the such Stockholder's obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. The Stockholder agrees that this Agreement and the -------------- obligations hereunder shall attach to Stockholder’s 's Purchase Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Purchase Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Purchase Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and the such Stockholder’s obligations hereunder shall attach to such Stockholder’s Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all his or her obligations of the transferor under this Agreement.
Appears in 1 contract
Samples: Stockholders' Agreement (Opta Food Ingredients Inc /De)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any such transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s Shares and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership (as such term is applied under Rule 13d-3 of such the Securities Exchange Act of 1934, as amended) of the Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreement.transferor. 2.6
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and -------------- the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this AgreementStockholder.
Appears in 1 contract
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this AgreementStockholder.
Appears in 1 contract
Samples: Stockholder Agreement (Mayer Gay A)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s Shares and the Securities of such Stockholder and, except with respect to the Securities transferred in accordance with Section 2.3, shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership of such Shares shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares of Company Stock and shall be binding upon any Person to which legal or Beneficial Ownership of such Shares of Company Stock shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Certain Events. The Stockholder agrees that this -------------- Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, the Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Samples: Stock Option and Right of First Refusal Agreement (Brant Benjamin J)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person to which whom legal or Beneficial Ownership beneficial ownership of such any Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Samples: Voting Agreement and Irrevocable Proxy (Oao Technology Solutions Inc)
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, the Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Samples: Stockholders Agreement (Ero Inc)
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Subject Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership of such the Subject Shares shall pass, whether by operation of law or otherwise, including including, without limitation, Stockholder’s heirs, guardians, administrators or 's successors. Notwithstanding any transfer of Subject Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under transferor. Prior to any transfer of Subject Shares, Stockholder shall give the transferee written notice of the foregoing obligations and the terms of this AgreementSection 8(b).
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares of such Stockholder and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Samples: Voting Agreement (Electronic Data Systems Corp /De/)
Certain Events. Each Stockholder agrees that this Agreement and the Proxy and the obligations hereunder and thereunder shall attach to such Stockholder’s Shares 's Subject Securities and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares Securities shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of SharesSubject Securities, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and --------------- the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s including, without limitation, such Stockholders' heirs, guardians, administrators or successors. Notwithstanding the foregoing or any transfer of SharesShares or Options, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Samples: Stockholders Agreement (Cytyc Corp)
Certain Events. Each Stockholder agrees that this Agreement and the such Stockholder's obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 1 contract
Samples: Voting Agreement (Warburg Pincus Private Equity IX, L.P.)
Certain Events. Stockholder agrees that this Agreement and the Stockholder’s obligations hereunder shall attach to Stockholder’s Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, Stockholder’s heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder hereunder, including the voting obligations described in Section 1, shall attach to Stockholder’s the Shares and any additional shares of Common Stock acquired after the date hereof and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of any of such Shares shares shall pass, whether by operation of law or otherwise, including including, without limitation, the Stockholder’s heirs's administrators, guardians, administrators trustees or successors. Notwithstanding any transfer of Sharesany of such shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s 's Shares and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and -------------- the obligations hereunder shall attach to Stockholder’s the Shares of such Stockholder and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Samples: Stockholders Agreement (Royal Ahold)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s such Stockholders' Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s including, without limitation, such Stockholders' heirs, guardians, administrators or successors. Notwithstanding any transfer of SharesShares or Options, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Samples: Stockholders' Agreement (Autologic Information International Inc)
Certain Events. Each Stockholder agrees that this Agreement Agreement, -------------- the Other Stockholders Agreements and the obligations hereunder shall attach to such Stockholder’s 's Exchange Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Exchange Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Exchange Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and the -------------- obligations hereunder shall attach to Stockholder’s the Shares of such Stockholder and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Certain Events. Company Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s its Stockholder Company Shares and shall be binding upon any Person to which legal or Beneficial Ownership beneficial ownership of such Stockholder Company Shares shall pass, whether by operation of law or otherwise, including including, without limitation, Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any such transfer of SharesStockholder Company Stock, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Certain Events. Stockholder agrees that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person person to which whom legal or Beneficial Ownership beneficial ownership of such any Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Certain Events. The Stockholder agrees that this Agreement and the Stockholder's obligations hereunder shall attach to the Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, the Stockholder’s heirs, guardians, administrators or successors's permitted successors and assigns. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and the such Stockholder’s obligations hereunder shall attach to such Stockholder’s Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement Agreement, including without limitation the proxy granted pursuant to Section 1.2, and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, representatives, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Samples: Stockholders' Voting Agreement (Jenny Craig Inc/De)
Certain Events. Each Stockholder agrees that this Agreement and the Proxy and the obligations hereunder and thereunder shall attach to such Stockholder’s Shares 's Securities and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares Securities shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any transfer of SharesSecurities, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement --------------- and the obligations hereunder shall attach to Stockholder’s such Stockholders' Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s including, without limitation, such Stockholders' heirs, guardians, administrators or successors. Notwithstanding any transfer of SharesShares or Options, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Samples: Stockholders' Agreement (Agfa Corp)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s including, without limitation, such Stockholders' heirs, guardians, administrators or successors. Notwithstanding the foregoing or any transfer of SharesShares or Options, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Samples: Stockholders Agreement (Digene Corp)
Certain Events. Stockholder agrees The Stockholders agree that this Agreement and the obligations hereunder shall attach to Stockholder’s the Shares and shall be binding upon any Person to which legal or Beneficial Ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor under this Agreementtransferor.
Appears in 1 contract
Samples: Amendment Number 1 to the Amended and Restated Agreement and Plan of Merger (White River Corp)
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Shares and Interests and shall be binding upon any Person person or entity to which legal or Beneficial Ownership of any such Shares or Interests shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s 's heirs, guardians, administrators or successors. Notwithstanding any such transfer of SharesShares or Interests, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s 's Owned Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Sharesany Shares by any Stockholder, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Samples: Stockholder Tender and Voting Agreement (Trilogy, Inc.)
Certain Events. Stockholder agrees that this Agreement and the Stockholder's obligations hereunder shall attach to Stockholder’s 's Owned Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Owned Shares shall pass, whether by operation of law or otherwise, including including, without limitation, Stockholder’s 's heirs, guardians, administrators administrators, or successors. Notwithstanding any transfer of Owned Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and the such Stockholder’s obligations hereunder shall attach to such Stockholder’s Subject Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Subject Shares shall pass, whether by operation of law or otherwise, including including, without limitation, such Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Subject Shares, the transferor shall remain liable for the performance of all its obligations of the transferor under this Agreement.
Appears in 1 contract
Certain Events. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s Owned Shares and shall be binding upon any Person person or entity to which legal or Beneficial Ownership beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including Stockholder’s heirs, guardians, administrators or successors. Notwithstanding any transfer of Sharesany Shares by any Stockholder, the transferor shall remain liable for the performance of all obligations of the transferor under this Agreement.
Appears in 1 contract
Samples: Stockholder Tender and Voting Agreement (Versata Inc)