Common use of Legending of Certificates; Nominees Shares Clause in Contracts

Legending of Certificates; Nominees Shares. The Seller agrees to submit to Purchaser contemporaneously with or promptly following execution of this Agreement all certificates representing the Shares so that Purchaser may note thereon a legend referring to the Option and proxy granted to it by this Agreement. If any of the Shares beneficially owned by the Seller are held of record by a brokerage firm in "street name" or in the name of any other nominee (a "Nominee," and, as to such Shares, "Nominee Shares"), the Seller agrees that, upon written notice by Purchaser requesting it, the Seller will within five days of the giving of such notice execute and deliver to Purchaser a limited power of attorney in such form as shall be reasonably satisfactory to Purchaser enabling Purchaser to require the Nominee to (i) grant to Purchaser an option and irrevocable proxy to the same effect as Sections 1 and 3 hereof with respect to the Nominee Shares held by such Nominee, (ii) tender such Nominee Shares in the Offer pursuant to Section 2 hereof and (iii) submit to Purchaser the certificates representing such Nominee Shares for notation of the above-referenced legend thereon.

Legending of Certificates; Nominees Shares. The If requested by Purchaser, each Seller agrees to submit to Purchaser contemporaneously with or promptly following execution of this Agreement all certificates representing the Shares so that Purchaser may note thereon a legend referring to the Option option, proxy and proxy other rights granted to it by this Agreement. If any of the Shares beneficially owned by the such Seller are held of record by a brokerage firm in "street name" or in the name of any other nominee (a "Nominee," and, as to such Shares, "Nominee Shares"), the each Seller agrees that, upon written notice by Purchaser requesting it, the such Seller will within five days of the giving of such notice execute and deliver to Purchaser a limited power of attorney in such form as shall be reasonably satisfactory to Purchaser enabling Purchaser to require the Nominee to (i) grant to Purchaser an option and irrevocable proxy to the same effect as Sections 1 and 3 hereof with respect to the Nominee Shares held by such Nominee, (ii) tender such Nominee Shares in the Offer pursuant to Section 2 hereof and (iii) submit to Purchaser the certificates representing such Nominee Shares for notation of the above-referenced legend thereon.

Legending of Certificates; Nominees Shares. The Seller Stockholder agrees to submit to Purchaser Parent contemporaneously with or as promptly as practicable following execution of this Agreement all certificates representing the Shares (other than Shares pledged as described on Annex A) so that Purchaser Parent may note thereon a legend referring to the Option proxy and proxy other rights granted to it by this Agreement. If any of the such Shares beneficially owned by the Seller Stockholder are held of record by a brokerage firm in "street name" or in the name of any other nominee (a "Nominee," ", and, as to such Shares, "Nominee Shares"), the Seller Stockholder agrees that, upon written notice by Purchaser requesting it, the Seller that Stockholder will within five days of the giving date of such notice this Agreement execute and deliver to Purchaser Parent a limited power of attorney in such form as shall be reasonably satisfactory to Purchaser Parent enabling Purchaser Parent to require the Nominee to (i) grant to Purchaser Parent an option and irrevocable proxy to the same effect as Sections 1 and 3 Section 1.03 hereof with respect to the Nominee Shares held by such Nominee, (ii) tender such Nominee Shares in the Offer pursuant to Section 2 hereof 1.01 hereof, and (iii) submit to Purchaser Parent the certificates representing such Nominee Shares for notation of the above-referenced legend thereon.

Legending of Certificates; Nominees Shares. The Seller agrees If requested by Parent, the Stockholders agree to submit to Purchaser Parent contemporaneously with or promptly following execution of this Agreement all certificates representing the their Shares so that Purchaser Parent may note thereon a legend referring to the Option and proxy rights granted to it by this Agreement, including, without limitation, the right to receive Topping Fees pursuant to Section 4.2. If any of the Shares beneficially owned by the Seller Stockholders are held of record by a brokerage firm in "street name" or in the name of any other nominee (a "Nominee," and, as to such Shares, "Nominee Shares"), the Seller agrees Stockholders agree that, upon written notice by Purchaser Parent requesting it, the Seller Stockholders will within five days of the giving of such notice execute and deliver to Purchaser Parent a limited power of attorney in such form as shall be reasonably satisfactory to Purchaser Parent enabling Purchaser Parent to require the Nominee to (i) grant to Purchaser enter into an option and irrevocable proxy agreement to the same effect as Sections 1 and 3 Section 2 hereof with respect to the Nominee Shares held by such Nominee, (ii) tender such Nominee Shares in the Offer pursuant to Section 2 1 hereof and (iii) submit to Purchaser Parent the certificates representing such Nominee Shares for notation of the above-referenced legend thereon.

Legending of Certificates; Nominees Shares. The Seller If requested by Purchaser, Stockholder agrees to submit to Purchaser contemporaneously with or promptly following execution of this Agreement all certificates representing the Shares so that Purchaser may note thereon a legend referring to the Option proxy and proxy other rights granted to it by this Agreement. If any of the Shares beneficially owned by the Seller Stockholder are held of record by a brokerage firm in "street name" or name"or in the name of any other nominee (a "Nominee," ", and, as to such Shares, "Nominee Shares"), the Seller Stockholder agrees that, upon written notice by Purchaser requesting it, the Seller Stockholder will within five days of the giving of such notice execute and deliver to Purchaser a limited power of attorney in such form as shall be reasonably satisfactory to Purchaser enabling Purchaser to require the Nominee to (i) grant to Purchaser an option and irrevocable proxy to the same effect as Sections Section 1 and 3 2 hereof with respect to the Nominee Shares held by such Nominee, (ii) tender such Nominee Shares in the Offer pursuant to Section 2 hereof 1 hereof, and (iii) submit to Purchaser the certificates representing such Nominee Shares for notation of the above-referenced legend thereon.

Legending of Certificates; Nominees Shares. The Seller agrees If requested by Parent, the Stockholders agree to submit to Purchaser Parent contemporaneously with or promptly following execution of this Agreement all certificates representing the their Shares so that Purchaser Parent may note thereon a legend referring to the Option and proxy rights granted to it by this Agreement. If any of the Shares beneficially owned by the Seller Stockholders are held of record by a brokerage firm in "street name" or in the name of any other nominee (a "Nominee," and, as to such Shares, "Nominee Shares"), the Seller agrees Stockholders agree that, upon written notice by Purchaser Parent requesting it, the Seller Stockholders will within five days of the giving of such notice execute and deliver to Purchaser Parent a limited power of attorney in such form as shall be reasonably satisfactory to Purchaser enabling Purchaser Parent solely to enable Parent to require the Nominee to (i) grant to Purchaser enter into an option and irrevocable proxy agreement to the same effect as Sections 1 and 3 Section 2 hereof with respect to the Nominee Shares held by such Nominee, (ii) tender such Nominee Shares in the Offer pursuant to Section 2 1 hereof and (iii) submit to Purchaser Parent the certificates representing such Nominee Shares for notation of the above-referenced legend thereon.

Legending of Certificates; Nominees Shares. The Seller Stop Transfer. Upon request by Purchaser Representative, each Stockholder agrees to submit to Purchaser Representative contemporaneously with or promptly following execution of this Agreement all certificates representing the their Shares so that Purchaser Representative may note thereon a legend referring to the Option and proxy rights granted to it by under this Agreement. If any of the Shares beneficially owned by the Seller a Stockholder are held of record by a brokerage firm in "street name" or in the name of any other nominee (a "Nominee," and, as to such Shares, "Nominee Shares"), the Seller such Stockholder agrees that, upon written notice request by Purchaser requesting itRepresentative, the Seller such Stockholder will within five days of the giving of such notice request execute and deliver to Purchaser Representative a limited power of attorney attorney, in such form as shall be and substance reasonably satisfactory to Purchaser Representative, enabling Purchaser Representative to require the such Nominee to (i) grant to Purchaser enter into an option and irrevocable proxy agreement to the same effect as Sections 1 and 3 Article I hereof with respect to the Nominee Shares held by such Nominee, and (ii) tender such Nominee Shares in the Offer pursuant to Section 2 hereof and (iii) submit to Purchaser Representative the certificates representing such Nominee Shares for notation of the above-referenced legend thereon.