Common use of No Disposition of Shares Clause in Contracts

No Disposition of Shares. Each Shareholder, severally and not jointly, hereby agrees that, except as contemplated by the Merger Agreement and this Agreement, such Shareholder shall not (i) sell, transfer, tender, assign, contribute to the capital of any entity, give or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting trust, or create or permit to exist any direct limitation on such Shareholder's voting rights with respect to, any of such Shareholder's Shares (or agree or consent to, or offer to do, or grant any option or other right or interest with respect to, any of the foregoing) prior to the record date for the IRT Shareholders' Meeting or the Company Stockholders' Meeting, as the case may be, unless the transferee or assignee of such voting rights grants an irrevocable proxy to the Company as contemplated by Section 1.2, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the foregoing, except this Agreement and proxies executed in favor of the Merger and the transactions and proposals contemplated by the Merger Agreement; (iii) take any action that would make any representation or warranty of such Shareholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing his, her or its obligations, or (iv) directly or indirectly, initiate, solicit or encourage any person to take actions that could reasonably be expected to lead to the occurrence of any of the foregoing.

Appears in 2 contracts

Samples: Voting Agreement (Irt Property Co), Voting Agreement (Equity One Inc)

AutoNDA by SimpleDocs

No Disposition of Shares. Each ShareholderStockholder, severally and not jointly, hereby agrees that, except as contemplated by the Merger Agreement and this Agreement, such Shareholder Stockholder shall not (i) sell, transfer, tender, assign, contribute to the capital of any entity, give or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting trust, or create or permit to exist any direct limitation on such ShareholderStockholder's voting rights with respect to, any of such ShareholderStockholder's Shares (or agree or consent to, or offer to do, or grant any option or other right or interest with respect to, any of the foregoing) prior to the record date for the IRT ShareholdersCompany Stockholders' Meeting or the Company StockholdersIRT Shareholders' Meeting, as the case may be, unless the transferee or assignee of such voting rights grants an irrevocable proxy to the Company IRT as contemplated by Section 1.2, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the foregoing, except this Agreement and proxies executed in favor of the Merger and the transactions and proposals contemplated by the Merger Agreement; (iii) take any action that would make any representation or warranty of such Shareholder Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder Stockholder from performing his, her or its obligations, or (iv) directly or indirectly, initiate, solicit or encourage any person to take actions that could reasonably be expected to lead to the occurrence of any of the foregoing.

Appears in 2 contracts

Samples: Voting Agreement (Equity One Inc), Voting Agreement (Irt Property Co)

AutoNDA by SimpleDocs

No Disposition of Shares. Each Shareholder, severally and not jointly, The Shareholder hereby agrees that, except as contemplated by the Merger Agreement and this Agreement, such the Shareholder shall not (i) sell, transfer, tender, assign, contribute to the capital of any entity, give or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting trust, or create or permit to exist any direct limitation on such the Shareholder's voting rights with respect to, any of such the Shareholder's Shares (or agree or consent to, or offer to do, or grant any option or other right or interest with respect to, any of the foregoing) prior to the record date for the IRT Shareholders' Shareholder's Meeting or the Company Stockholders' Meeting, as the case may be, unless the transferee or assignee of such voting rights grants an irrevocable proxy to the Company as contemplated by Section 1.2, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the foregoing, except this Agreement and proxies executed in favor of the Merger and the transactions and proposals contemplated by the Merger Agreement; (iii) take any action that would make any representation or warranty of such the Shareholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling such the Shareholder from performing his, her or its obligations, or (iv) directly or indirectly, initiate, solicit or encourage any person to take actions that could reasonably be expected to lead to the occurrence of any of the foregoing.

Appears in 2 contracts

Samples: Voting Agreement (Equity One Inc), Voting Agreement (Irt Property Co)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!