Common use of No Disposition or Adverse Act Clause in Contracts

No Disposition or Adverse Act. Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, Shareholder shall not (i) offer to Transfer, Transfer, cause to be Transferred or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Huya and Tencent, (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Shareholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void.

Appears in 2 contracts

Samples: Voting Agreement (HUYA Inc.), Voting Agreement (Tencent Holdings LTD)

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No Disposition or Adverse Act. Shareholder Each Stockholder hereby covenants and agrees that, except as set forth in Section 3(b) hereof and as otherwise contemplated by this Agreement and the Merger Agreement, Shareholder such Stockholder shall not (i) offer to Transfer, Transfer, cause to be Transferred Transfer or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Huya and TencentParent, (ii) enter into any contract, option or other agreement, arrangement agreement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Shareholder Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Shareholdersuch Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void.

Appears in 2 contracts

Samples: Voting Agreement (Electro Rent Corp), Voting Agreement (Electro Rent Corp)

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No Disposition or Adverse Act. Shareholder hereby covenants and agrees that, except as contemplated by this Agreement, the Merger Agreement and the Merger Share Transfer Agreement, Shareholder shall not (i) offer to Transfer, Transfer, cause to be Transferred or consent to any Transfer of any or all of the Covered Shares or any interest therein without the prior written consent of Huya and Tencent, (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer of any or all Covered Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares or (v) take any other action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of Shareholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement. Any attempted Transfer of Covered Shares or any interest therein in violation of this Section 3(a) shall be null and void.

Appears in 2 contracts

Samples: Voting Agreement (Tencent Holdings LTD), Voting Agreement (HUYA Inc.)

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