Common use of No Disposition or Encumbrance of Shares Clause in Contracts

No Disposition or Encumbrance of Shares. Stockholder covenants and agrees that, from the date of this Agreement until the Expiration Date (as defined below), Stockholder will not, directly or indirectly: (a) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or transfer (each a "Transfer") of, or permit or announce any Transfer of, any of the Shares, or any interest in any of the Shares, to any Person other than Parent; (b) create or permit to exist any liens, claims, options, charges or other encumbrances on or otherwise affecting any of the Shares; or (c) reduce Stockholder's beneficial ownership of, interest in or risk relating to any of the Shares; provided, that nothing herein shall prohibit Transfers of Shares to any third party, affiliate, related party, family member or trust established for the benefit of the Stockholder or any of the foregoing persons or entities, provided that the recipient of such Shares shall agree in writing to be bound by the provisions of this Agreement.

Appears in 3 contracts

Samples: Voting Agreement (Valueclick Inc/Ca), Voting Agreement (Valueclick Inc/Ca), Voting Agreement (Valueclick Inc/Ca)

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No Disposition or Encumbrance of Shares. Stockholder covenants and agrees that, from the date of this Agreement until the Expiration Date (as defined below), Stockholder will not, directly or indirectly: (a) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or transfer (each a "Transfer") or permit or announce any offer, sale, offer of sale, contract of sale or grant of any option for the purchase of, or permit or announce any Transfer other disposition or transfer of, ) any of the Shares, or any interest in any of the Shares, to any Person other than Parentthe Company; (b) create or permit to exist any liens, claims, options, charges or other encumbrances on or otherwise affecting any of the Shares; or (c) reduce Stockholder's beneficial ownership of, interest in or risk relating to any of the Shares; providedPROVIDED, that nothing herein shall prohibit Transfers transfers of Shares to any third party, an affiliate, related party, family member or trust established for the benefit of the Stockholder or any of the foregoing persons or entities, provided that the recipient of such Shares shall agree in writing to be bound by the provisions of this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Valueclick Inc/Ca)

No Disposition or Encumbrance of Shares. Stockholder covenants --------------------------------------- and agrees that, from the date of this Agreement until the Expiration Date (as defined below), Stockholder will not, directly or indirectly: (a) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or transfer (each a "Transfer") or permit or announce any offer, sale, offer of sale, contract of sale or grant of any option for the purchase of, or permit or announce any Transfer other disposition or transfer of, ) any of the Shares, or any interest in any of the Shares, to any Person other than Parentthe Company; (b) create or permit to exist any liens, claims, options, charges or other encumbrances on or otherwise affecting any of the Shares; or (c) reduce Stockholder's beneficial ownership of, interest in or risk relating to any of the Shares; provided, that nothing herein shall prohibit Transfers transfers of Shares to any third party, an affiliate, related party, family member or trust established for the benefit of the Stockholder or any of the foregoing persons or entities, provided that the recipient of such Shares shall agree in writing to be bound by the provisions of this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Mediaplex Inc)

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No Disposition or Encumbrance of Shares. Stockholder covenants and agrees that, from the date of this Agreement until the Expiration Date (as defined below), Stockholder will not, directly or indirectly: (a) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or transfer (each a "Transfer") of, or permit or announce any Transfer of, any of the Shares, or any interest in any of the Shares, to any Person other than Parentthe Company; (b) create or permit to exist any liens, claims, options, charges or other encumbrances on or otherwise affecting any of the Shares; or (c) reduce Stockholder's beneficial ownership of, interest in or risk relating to any of the Shares; provided, that nothing herein shall prohibit Transfers of Shares to any third party, affiliate, related party, family member or trust established for the benefit of the Stockholder or any of the foregoing persons or entities, provided that the recipient of such Shares shall agree in writing to be bound by the provisions of this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Valueclick Inc/Ca)

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