Legending of Shares. If requested by Buyer, the Stockholder agrees that the Shares shall bear a legend stating that they are subject to this Agreement and to the Proxy. The Stockholder agrees that the Stockholder will not request the Company to register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement. Subject to the terms of Section 1.1 hereof, the Stockholder agrees that the Stockholder shall not Transfer any of the Shares without first having the aforementioned legend affixed to the certificates representing such Shares. In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of share or the like, the term “Shares” will be deemed to refer to and include the shares of the Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed, converted or exchanged and appropriate adjustments shall be made to the terms and provisions of this Agreement and the Proxy.
Appears in 8 contracts
Samples: Stockholder Agreement (Ault Glazer & Co Investment Management LLC), Stockholder Agreement (Ault Glazer & Co Investment Management LLC), Stockholder Agreement (Ault Glazer & Co Investment Management LLC)
Legending of Shares. If so requested by BuyerParent, the Stockholder agrees that the Shares shall bear a legend stating that they are subject to this Agreement and to the Proxy. The Stockholder agrees that the Stockholder will not request the Company to register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement. Subject to the terms of Section 1.1 1.01 hereof, the Stockholder agrees that the Stockholder shall not Transfer any of the Shares without first having the aforementioned legend affixed to the certificates representing such Shares. In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of share or the likelike other than pursuant to the Merger, the term “Shares” will be deemed to refer to and include the shares of the Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed, converted changed or exchanged and appropriate adjustments shall be made to the terms and provisions of this Agreement and the Proxy.
Appears in 2 contracts
Samples: Voting Agreement (Ariba Inc), Voting Agreement (Ariba Inc)
Legending of Shares. If The Shareholders agree that, if requested by Buyer, the Stockholder agrees that the Shares shall bear a legend stating that they are subject to this Agreement and to the Proxy. The Stockholder Each of the Shareholders agrees that the Stockholder Shareholder will not request the Company to register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement. Subject to the terms of Section 1.1 hereof, each of the Stockholder Shareholders agrees that the Stockholder Shareholder shall not Transfer any of the Shares without first having the aforementioned legend affixed to the certificates representing such Shares. In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of share shares or the like, the term “Shares” "SHARES" will be deemed to refer to and include the shares of the Company Common Stock as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed, converted or exchanged and appropriate adjustments shall be made to the terms and provisions of this Agreement and the Proxy.
Appears in 1 contract
Samples: Shareholder Agreement (Fidelity National Financial Inc /De/)