Common use of Certain Other Agreements Clause in Contracts

Certain Other Agreements. The Unitholder hereby: (a) agrees to promptly notify Parent of the number of any new Securities acquired by the Unitholder after the date hereof and prior to the Expiration Date; provided that any such Securities shall automatically be subject to the terms of this Agreement as though owned by the Unitholder on the date hereof; (b) agrees to permit Parent to publish and disclose in the Joint Proxy Statement, other filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the Unitholder’s identity and ownership of the Securities and the nature of the Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of the Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Partnership Support Agreement on the date hereof; and (c) shall and does authorize Parent or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to the Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained.

Appears in 6 contracts

Samples: Voting and Support Agreement (Targa Resources Partners LP), Voting and Support Agreement (Targa Resources Partners LP), Voting and Support Agreement (Atlas Pipeline Partners Lp)

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Certain Other Agreements. The Unitholder Each Stockholder hereby: (a) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Stockholder may have with respect to the Securities; (b) agrees to promptly notify Parent of the number of any new additional Securities acquired by the Unitholder such Stockholder or any of its Subsidiaries after the date hereof and prior to the Expiration Date; provided , and that any such Securities shall automatically be subject to the terms of this Agreement as though owned by the Unitholder such Stockholder on the date hereof; (bc) agrees to permit Parent and the Company to publish and disclose in the Joint Proxy Statement, other filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the UnitholderStatement such Stockholder’s identity and ownership of the Securities and the nature of the Unitholdersuch Stockholder’s commitments, arrangements and understandings under this Agreement, in each case to the extent Parent or the Company reasonably determines that such information is required to be publicly disclosed by applicable Legal Requirements; provided provided, that Parent agrees that it and the Company shall only publish give such Stockholder and disclose the ownership of the Unitholder its legal counsel opportunity to review and comment on an aggregate basis with the Partnership Unitholders who have entered into a Partnership Support Agreement on the date hereofsuch publications or disclosures prior to being made public; and (cd) shall and does authorize Parent or its counsel to notify the PartnershipCompany’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided that Parent or its counsel further notifies the PartnershipCompany’s transfer agent to lift and vacate the stop transfer order with respect to the Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtainedDate.

Appears in 5 contracts

Samples: Voting and Support Agreement, Voting and Support Agreement (Seventy Seven Energy Inc.), Voting and Support Agreement (Patterson Uti Energy Inc)

Certain Other Agreements. The Each Unitholder hereby: (a) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Unitholder may have with respect to the Securities; (b) agrees to promptly notify Parent and the Partnership of the number of any new Securities acquired by the such Unitholder after the date hereof and prior to the Expiration Date; provided that and, for the avoidance of doubt, any such Securities shall automatically be subject to the terms of this Agreement as though owned by the such Unitholder on the date hereof; (bc) agrees to permit the Parent and the Partnership to publish and disclose in the Joint Proxy Statement, other filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the Statement such Unitholder’s identity and ownership of the Securities and the nature of the such Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of the Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Partnership Support Agreement on the date hereof; and (cd) shall and does authorize Parent the Partnership or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided provided, however, that Parent Partnership or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to the Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtainedDate.

Appears in 3 contracts

Samples: Voting and Support Agreement (LRR Energy, L.P.), Voting and Support Agreement (Eagle Rock Energy Partners L P), Voting and Support Agreement (LRR Energy, L.P.)

Certain Other Agreements. The Unitholder Stockholder hereby: (a) agrees to promptly notify Parent ATLS of the number of any new Securities acquired by the Unitholder Stockholder after the date hereof and prior to the Expiration Date; provided that any such Securities shall automatically be subject to the terms of this Agreement as though owned by the Unitholder Stockholder on the date hereof; (b) agrees to permit Parent ATLS to publish and disclose in the Joint Proxy Statement, other filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the UnitholderStockholder’s identity and ownership of the Securities and the nature of the UnitholderStockholder’s commitments, arrangements and understandings under this Agreement; provided that Parent ATLS agrees that it shall only publish and disclose the ownership of the Unitholder Stockholder on an aggregate basis with the Partnership Unitholders Parent Shareholders who have entered into a Partnership Parent Support Agreement on the date hereof; and (c) shall and does authorize Parent ATLS or its counsel to notify the PartnershipParent’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent ATLS or its counsel further notifies the PartnershipParent’s transfer agent to lift and vacate the stop transfer order with respect to the Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained.

Appears in 3 contracts

Samples: Voting and Support Agreement (Targa Resources Partners LP), Voting and Support Agreement (Atlas Pipeline Partners Lp), Voting and Support Agreement (Atlas Energy, L.P.)

Certain Other Agreements. The Unitholder Shareholder hereby: (a) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that the Shareholder may have with respect to the Securities; (b) agrees to promptly notify Parent and the Company of the number of any new Securities acquired by the Unitholder Shareholder after the date hereof and prior to the Expiration Date; provided , it being understood, for the avoidance of doubt, that any such Securities shall automatically be subject to the terms of this Agreement as though owned by the Unitholder Shareholder on the date hereof; (bc) agrees to permit Parent and the Company to publish and disclose in the Joint Proxy Statement, other filings with Statement the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the UnitholderShareholder’s identity and ownership of the Securities and the nature of the UnitholderShareholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of the Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Partnership Support Agreement on the date hereof; and (cd) shall shall, and does hereby does, authorize Parent the Company or its counsel to notify the PartnershipCompany’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided provided, however, that Parent Company or its counsel may further notifies notify the PartnershipCompany’s transfer agent to lift and vacate the stop transfer order with respect to the Securities on the earlier of (x) following the Expiration Date and (y) solely to the date on which extent to effect the Approval is obtainedconsummation of the Merger in accordance with the Merger Agreement.

Appears in 2 contracts

Samples: Voting and Support Agreement (Denbury Resources Inc), Voting and Support Agreement (Denbury Resources Inc)

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Certain Other Agreements. The Unitholder Each Stockholder hereby: (a) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Stockholder may have with respect to the Securities; (b) agrees to promptly notify Parent and the Company of the number of any new Securities acquired by the Unitholder such Stockholder after the date hereof and prior to the Expiration Date; provided , it being understood, for the avoidance of doubt, that any such Securities shall automatically be subject to the terms of this Agreement as though owned by the Unitholder such Stockholder on the date hereof; (bc) agrees to permit Parent and the Company to publish and disclose in the Joint Proxy Statement, other filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the UnitholderStatement such Stockholder’s identity and ownership of the Securities and the nature of the Unitholdersuch Stockholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of the Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Partnership Support Agreement on the date hereof; and (cd) shall shall, and does hereby does, authorize Parent the Company or its counsel to notify the PartnershipCompany’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided provided, however, that Parent Company or its counsel may further notifies notify the PartnershipCompany’s transfer agent to lift and vacate the stop transfer order (i) with respect to the Securities on the earlier of (x) following the Expiration Date solely to the extent to effect the consummation of the Merger in accordance with the Merger Agreement and (yii) to permit the date on which the Approval is obtainedtransfers contemplated by Section 1.4(b).

Appears in 2 contracts

Samples: Voting and Support Agreement (Range Resources Corp), Voting and Support Agreement (Memorial Resource Development Corp.)

Certain Other Agreements. The Unitholder SVP, on behalf of each of the Shareholders, hereby: (a) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Shareholder may have with respect to the Securities; (b) agrees to promptly notify Parent and the Company of the number of any new Securities acquired by the Unitholder such Shareholder after the date hereof and prior to the Expiration Date; provided , it being understood, for the avoidance of doubt, that any such Securities shall automatically be subject to the terms of this Agreement as though owned by the Unitholder such Shareholder on the date hereof; (bc) agrees to permit Parent and the Company to publish and disclose in the Joint Proxy Statement, other filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the UnitholderStatement such Shareholder’s identity and ownership of the Securities and the nature of the Unitholdersuch Shareholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of the Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Partnership Support Agreement on the date hereof; and (cd) shall shall, and does hereby does, authorize Parent the Company or its counsel to notify the PartnershipCompany’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided provided, however, that Parent Company or its counsel may further notifies notify the PartnershipCompany’s transfer agent to lift and vacate the stop transfer order with respect to the Securities on the earlier of (x) following the Expiration Date and (y) solely to the date on which extent to effect the Approval is obtainedconsummation of the Merger in accordance with the Merger Agreement.

Appears in 1 contract

Samples: Voting and Support Agreement (Denbury Resources Inc)

Certain Other Agreements. The Each Unitholder hereby: (a) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Mergers that such Unitholder may have with respect to the Securities; (b) agrees to promptly notify Parent of the number of any new additional Securities acquired by the such Unitholder or any of its Subsidiaries after the date hereof and prior to the Expiration Date; provided that and, for the avoidance of doubt, any such Securities shall automatically be subject to the terms of this Agreement as though owned by the such Unitholder on the date hereof; (bc) agrees to permit Parent and the Partnership to publish and disclose in the Joint Proxy Statement, other filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, the Statement such Unitholder’s identity and ownership of the Securities and the nature of the such Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of the Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Partnership Support Agreement on the date hereof; and (cd) shall and does authorize Parent or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to the Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtainedDate.

Appears in 1 contract

Samples: Voting and Support Agreement (CVR Partners, Lp)

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