Covenants of the Holder. The Holder hereby agrees and covenants that: (a) any shares of capital stock of the Company (including the Company Common Stock) that the Holder purchases or with respect to which the Holder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like) after the date of this Agreement and prior to the termination of the covenants of the Holder set forth in Section 1 shall be considered Subject Shares and subject to the covenants of Section 1 and Section 2 of this Agreement; (b) the Holder will not sell, assign, pledge or otherwise transfer any of the Subject Shares at any time prior to the termination of the covenants of the Holder set forth in Section 1; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution or intestate succession following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws; and (c) during the period beginning on the date of the termination of the covenants of the Holder set forth in Section 1 and ending on June 30, 2000, the Holder will not sell, assign or transfer all or any of the Subject Shares other than for value in a bona fide arms' length transaction to an unaffiliated transferee; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws.
Appears in 10 contracts
Samples: Merger Agreement (Pharmhouse Corp), Voting Agreement (Pharmhouse Corp), Voting Agreement (Phar Mor Inc)
Covenants of the Holder. The Holder hereby agrees and covenants that:
(a) any shares of capital stock of the Company (including the Company Common Stock) that the Holder purchases or with respect to which the Holder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like) after the date of this Agreement and prior to the termination of the covenants of the Holder set forth in Section 1 shall be considered Subject Shares and subject to the covenants of Section 1 and Section 2 of this Agreement;
(b) the Holder will not sell, assign, pledge or otherwise transfer any of the Subject Shares at any time prior to the termination of the covenants of the Holder set forth in Section 1; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution or intestate succession following the death of the Holder Holdler during the subject period, but shall apply to any further transfer by any permitted successor seccessor or assign of the Holder pursuant to such laws; and
(c) during the period beginning on the date of the termination of the covenants of the Holder set forth in Section 1 and ending on June 30, 2000, the Holder will not sell, assign or transfer all or any of the Subject Shares other than for value in a bona fide arms' length transaction to an unaffiliated transferee; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws.
Appears in 4 contracts
Samples: Merger Agreement (Pharmhouse Corp), Voting and Payment Agreement (Pharmhouse Corp), Voting Agreement (Pharmhouse Corp)
Covenants of the Holder. The Holder hereby agrees and covenants that:
(a) any shares of capital stock of the Company (including the Company Common Stock) that the Holder purchases or with respect to which the Holder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like) after the date of this Agreement and prior to the termination of the covenants of the Holder set forth in Section 1 shall be considered Subject Shares and subject to the covenants of Section 1 and Section 2 of this Agreement;
; (b) the Holder will not sell, assign, pledge or otherwise transfer any of the Subject Shares at any time prior to the termination of the covenants of the Holder set forth in Section 1; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution or intestate succession following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws; and
(c) during the period beginning on the date of the termination of the covenants of the Holder set forth in Section 1 and ending on June 30, 2000, the Holder will not sell, assign or transfer all or any of the Subject Shares other than for value in a bona fide arms' length transaction to an unaffiliated transferee; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws.
Appears in 3 contracts
Samples: Voting Agreement (Pharmhouse Corp), Voting Agreement (Pharmhouse Corp), Voting Agreement (Pharmhouse Corp)
Covenants of the Holder. The Holder hereby agrees and covenants that:
(a) any shares of capital stock of the Company (including the Company Common Stock) that the Holder purchases or with respect to which the Holder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like) after the date of this Agreement and prior to the termination of the covenants of the Holder set forth in Section 1 shall be considered Subject Shares and subject to the covenants of Section 1 and Section 2 of this Agreement;
; (b) the Holder will not sell, assign, pledge or otherwise transfer any of the Subject Shares at any time prior to the termination of the covenants of the Holder set forth in Section 1; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution or intestate succession following the death of the Holder Holdler during the subject period, but shall apply to any further transfer by any permitted successor seccessor or assign of the Holder pursuant to such laws; and
and (c) during the period beginning on the date of the termination of the covenants of the Holder set forth in Section 1 and ending on June 30, 2000, the Holder will not sell, assign or transfer all or any of the Subject Shares other than for value in a bona fide arms' length transaction to an unaffiliated transferee; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws.
Appears in 1 contract
Samples: Voting Agreement (Pharmhouse Corp)
Covenants of the Holder. The Holder hereby agrees and covenants that:
(a) any shares of capital stock of the Company (including the Company Common Stock) that the Holder purchases or with respect to which the Holder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like) after the date of this Agreement and prior to the termination of the covenants of the Holder set forth in Section 1 shall be considered Subject Shares and subject to the covenants of Section 1 and Section 2 of this Agreement;
; (b) the Holder will not sell, assign, pledge or otherwise transfer any of the Subject Shares at any time prior to the termination of the covenants of the Holder set forth in Section 1; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution or intestate succession following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws; and
and (c) during the period beginning on the date of the termination of the covenants of the Holder set forth in Section 1 and ending on June 30, 2000, the Holder will not sell, assign or transfer all or any of the Subject Shares other than for value in a bona fide arms' length transaction to an unaffiliated transferee; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws.
Appears in 1 contract
Samples: Voting Agreement (Pharmhouse Corp)
Covenants of the Holder. The Holder hereby agrees and covenants that:
(a) any shares of capital stock of the Company (including the Company Common Stock) that the Holder purchases or with respect to which the Holder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like) after the date of this Agreement and prior to the termination of the covenants of the Holder set forth in Section 1 shall be considered Subject Shares and subject to the covenants of Section 1 and Section 2 of this Agreement;
; (b) the Holder will not sell, assign, pledge or otherwise transfer any of the Subject Shares at any time prior to the termination of the covenants of the Holder set forth in Section 1; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution or intestate succession following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws; and
and (c) during the period beginning on the date of the termination of the covenants of the Holder set forth in Section 1 and ending on June 30, 2000, the Holder will not sell, assign or transfer all or any of the Subject Shares other than for value in a bona fide arms' length transaction to an unaffiliated transferee; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws.
Appears in 1 contract
Samples: Voting Agreement (Pharmhouse Corp)