No Disposition or Encumbrance of Shares. The Stockholder hereby agrees that, except as contemplated by this Agreement, the Stockholder shall not (i) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy), deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii) take any action that would make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations hereunder.
Appears in 10 contracts
Samples: Merger Agreement (Puerto Rican Cement Co Inc), Transaction Support Agreement (Ferre Antonio Luis), Transaction Support Agreement (Cemex Sa De Cv)
No Disposition or Encumbrance of Shares. The Stockholder Each Stockholder, severally and not jointly, hereby agrees that, except as contemplated by this Agreement, the such Stockholder shall not (i) sell, transfer, tender (except into the Offer), pledgetender, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy)to, deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the such Stockholder's Shares (or agree or consent to, or offer to do, any of the foregoing)) other than to a person or entity who first agrees in writing to be bound by the provisions of this Agreement pursuant to a written instrument reasonably satisfactory in form and substance to Parent, or (ii) take any action that would make any representation or warranty of the such Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the such Stockholder from performing the such Stockholder's obligations hereunderhereunder or (iii) 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 3 contracts
Samples: Stockholders Agreement (Barrick Gold Corp), Stockholders Agreement (Finck August Von), Stockholders Agreement (Homestake Mining Co /De/)
No Disposition or Encumbrance of Shares. The Each Stockholder hereby agrees that, except as contemplated by this Agreement, the such Stockholder shall not (i) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy), deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens Encumbrances of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the such Stockholder’s Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii) take any action that would make any representation or warranty of the such Stockholder herein untrue or incorrect in any material respect or have the effect of preventing preventing, delaying or disabling the such Stockholder from performing the such Stockholder's ’s obligations hereunder.
Appears in 3 contracts
Samples: Tender and Voting Agreement (Borland Software Corp), Tender and Voting Agreement (Borland Software Corp), Tender and Voting Agreement (Starbase Corp)
No Disposition or Encumbrance of Shares. The Stockholder Shareholder hereby agrees that, except as contemplated by this Agreement, the Stockholder Shareholder shall not (i) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy), deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens Encumbrances of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the Shareholder’s Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii) take any action that would make any representation or warranty of the Stockholder Shareholder herein untrue or incorrect in any material respect or have the effect of preventing preventing, delaying or disabling the Stockholder Shareholder from performing the Stockholder's Shareholder’s obligations hereunder.
Appears in 2 contracts
Samples: Tender and Voting Agreement (Sungard Data Systems Inc), Tender and Voting Agreement (Sungard Data Systems Inc)
No Disposition or Encumbrance of Shares. The Each Stockholder hereby agrees that, except as contemplated by this Agreement, the such Stockholder shall not (i) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy), deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the such Stockholder's Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii) take any action that would make any representation or warranty of the such Stockholder herein untrue or incorrect in any material respect or have the effect of preventing or disabling the such Stockholder from performing the such Stockholder's obligations hereunder.
Appears in 2 contracts
Samples: Stockholders Agreement (Unilab Corp /De/), Stockholders Agreement (Quest Diagnostics Inc)
No Disposition or Encumbrance of Shares. The Stockholder Shareholder hereby agrees that, except as contemplated by this Agreement, the Stockholder such Shareholder shall not (ia) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy)) with respect to, deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the such Shareholder’s Shares (or agree or consent to, or offer to do, any of the foregoing), or (iib) take any action that would make any representation or warranty of the Stockholder such Shareholder herein untrue or incorrect in any material respect or have the effect of preventing preventing, delaying or disabling the Stockholder such Shareholder from performing the Stockholder's such Shareholder’s obligations hereunder.
Appears in 1 contract
Samples: Tender and Voting Agreement (Creative Host Services Inc)
No Disposition or Encumbrance of Shares. The Stockholder Shareholder hereby agrees that, except as contemplated by this Agreement, the Stockholder Shareholder shall not (i) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy), deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens Encumbrances of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the Shareholder's Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii) take any action that would make any representation or warranty of the Stockholder Shareholder herein untrue or incorrect in any material respect or have the effect of preventing preventing, delaying or disabling the Stockholder Shareholder from performing the StockholderShareholder's obligations hereunder.
Appears in 1 contract
Samples: Tender and Voting Agreement (Constellation Software Inc)
No Disposition or Encumbrance of Shares. The Stockholder Shareholder hereby agrees that, except as contemplated by this Agreement, the Stockholder such Shareholder shall not (ia) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy)to, deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the such Shareholder’s Shares (or agree or consent to, or offer to do, any of the foregoing), or (iib) take any action that would make any representation or warranty of the Stockholder such Shareholder herein untrue or incorrect in any material respect or have the effect of preventing preventing, delaying or disabling the Stockholder such Shareholder from performing the Stockholder's such Shareholder’s obligations hereunder.
Appears in 1 contract
No Disposition or Encumbrance of Shares. The Each Stockholder hereby agrees that, except as contemplated by this Agreement, the such Stockholder shall not (i) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy), deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens Encumbrances of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the such Stockholder’s Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii) take any action that would make any representation or warranty of the such Stockholder herein untrue or incorrect in any material respect or have the effect of preventing preventing, delaying or disabling the such Stockholder from performing the such Stockholder's ’s obligations hereunder.
Appears in 1 contract
Samples: Tender and Voting Agreement (Sungard Data Systems Inc)
No Disposition or Encumbrance of Shares. The Stockholder Each Shareholder hereby agrees that, except as contemplated by this Agreement, the Stockholder such Shareholder shall not (i) sell, transfer, tender (except into the Offer), pledge, assign, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy), deposit into any voting trust, enter into any voting agreement, or create or permit to exist any Liens Encumbrances of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the such Shareholder’s Shares (or agree or consent to, or offer to do, any of the foregoing), or (ii) take any action that would make any representation or warranty of the Stockholder such Shareholder herein untrue or incorrect in any material respect or have the effect of preventing preventing, delaying or disabling the Stockholder such Shareholder from performing the Stockholder's such Shareholder’s obligations hereunder.
Appears in 1 contract
Samples: Tender and Voting Agreement (Sungard Data Systems Inc)