NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. Except as provided in the next to the last sentence of this Section 4.1, each Stockholder agrees not to, directly or indirectly, (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person, other than in accordance with the Merger Agreement or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement. Subject to the next to the last sentence of this Section 4.1, each Stockholder further agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, each Stockholder shall have the right to Transfer its Subject Shares to a Permitted Transferee (as defined in this Section 4.1) of such Stockholder if and only if such Permitted Transferee shall have agreed in writing, in a manner reasonably acceptable in form and substance to CIBER, (i) to accept such Subject Shares subject to the terms and conditions of this Agreement and (ii) to be bound by this Agreement and to agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. "Permitted Transferee" means, with respect to any Stockholder, (A) any other Stockholder, (B) a spouse or lineal descendant (whether natural or adopted), sibling, parent, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee of such Stockholder, (C) any trust, the trustees of which include only the Persons named in clause (A) or (B) and the beneficiaries of which include only the Persons named in clause (A) or (B), or (D) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the Persons named in clause (A) or (B).
NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. Stockholder hereby covenants and agrees that, on or prior to the Termination Date, 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 (or announce any offer, sale, offer of sale, contract of sale or grant of any option to purchase or other disposition or transfer of) any of the Subject Shares to any Person other than Parent, (b) create or permit to exist any Encumbrance on any of the Subject Shares or (c) reduce his beneficial ownership of, interest in or risk relating to any of the Subject Shares; PROVIDED, HOWEVER, that Stockholder may transfer (free of the restrictions on transfer set forth in this Section 2.1) without consideration, by way of gift to members of Stockholder's immediate family and to organizations qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, up to 100,000 shares of Company Common Stock in the aggregate. The foregoing number of shares shall be appropriately adjusted if, between the date of this Option Agreement and the Expiration Date, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction.
NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. (a) Stockholder hereby covenants and agrees that, prior to the Expiration Date, Stockholder will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or transfer (or announce any offer, sale, offer of sale, contract of sale or grant of any option to purchase or other disposition or transfer of) any Subject Shares to any Person other than Parent or Parent's designee, (ii) create or permit to exist any Encumbrance with respect to any of the Subject Shares, (iii) reduce his, her or its beneficial ownership of, interest in or risk relating to any of the Subject Shares or (iv) commit or agree to do any of the foregoing.
(b) As used in this Voting Agreement, the term "Expiration Date" shall mean the earlier of the date upon which the Merger Agreement is validly terminated or the date upon which the Merger becomes effective.
NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. (a) Stockholder hereby covenants and agrees that, prior to the Expiration Date (as defined below), Stockholder will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or transfer (or announce any offer, sale, offer of sale, contract of sale or grant of any option to purchase or other disposition or transfer of) any of the Subject Shares to any Person other than Parent, (ii) create or permit to exist any Encumbrance on any of the Subject Shares or (iii) reduce his beneficial
1. ownership of, interest in or risk relating to any of the Subject Shares; PROVIDED, HOWEVER, that Stockholder may transfer (free of the restrictions on transfer set forth in this Section 1.1) without consideration, by way of gift to members of Stockholder's immediate family and to organizations qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, up to _______ shares of Company Common Stock in the aggregate. The foregoing number of shares shall be appropriately adjusted if, between the date of this Voting Agreement and the Expiration Date, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction.
(b) As used in this Voting Agreement, the term "Expiration Date" shall mean the earlier of the date upon which the Reorganization Agreement is validly terminated or the date upon which the Merger becomes effective; PROVIDED, HOWEVER, that the "Expiration Date" shall be the date 180 days following the date on which the Reorganization Agreement is validly terminated, if an Identified Termination occurs. For purposes of this Voting Agreement, an "Identified Termination" shall occur if:
NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. Shareholder agrees that, prior to the Expiration Date, Shareholder will not, directly or indirectly, sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce Shareholder’s risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to, any Subject Shares, except pursuant to the Merger Agreement and except for distributions of shares to Shareholder’s limited partners, or sales of shares with the proceeds distributed to Shareholder’s limited partners, in the ordinary course of Shareholder’s business consistent with the terms of the Shareholder’s Limited Partnership Agreement made in order to satisfy Shareholder’s obligations to its limited partners upon the redemption of fund interests in accordance with Shareholder’s Limited Partnership Agreement. As used herein, the term “Expiration Date” means the earliest to occur of (i) the Effective Time of the Merger, or (ii) such time as the Merger Agreement or this Agreement may be terminated in accordance with their respective terms.
NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. Stockholder covenants and agrees that, from the date of this Agreement until after the Company Stockholders Meeting, such Stockholder will not, directly or indirectly: (i) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or 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 other disposition or transfer of) any of the Subject Shares, or any interest in any of the Subject Shares, to any Person other than the Parent or a Person that expressly agrees to be bound as a Stockholder by all of the terms of this Agreement; (ii) create or permit to exist any Lien on or otherwise affecting any of the Subject Shares; or (iii) reduce Stockholder's Beneficial Ownership of, interest in or risk relating to any of the Subject Shares.
NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. Shareholder agrees that, prior to the Expiration Date, Shareholder will not, directly or indirectly, sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce Shareholder’s risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to, any Subject Shares, except pursuant to the Merger Agreement and except for distributions of shares to Shareholder’s limited partners, or sales of shares with the proceeds distributed to Shareholder’s limited partners, in the ordinary course of Shareholder’s business consistent with the terms of the Shareholder’s Limited Partnership Agreement made in order to satisfy Shareholder’s obligations to its limited partners upon the redemption of fund interests in accordance with Shareholder’s Limited Partnership Agreement. As used herein, the term
NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. (a) Except as provided in Section 1.1(b) below, Shareholder hereby covenants and agrees that, prior to the Expiration Date (as defined in Section 1.1(c) below), Shareholder will not, directly or indirectly, sell, distribute, contract to sell, grant any option to purchase or otherwise dispose of or transfer ("Transfer") any Subject Shares to any Person other than Parent or Parent's designee.
NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. Stockholder agrees with ADS that, prior to the Expiration Date (as defined below), Stockholder will not, directly or indirectly, sell, transfer, exchange, pledge, encumber or otherwise dispose of, or in any other way reduce Stockholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to, any Subject Shares; provided, however, that notwithstanding the foregoing, the Stockholder may transfer all or any portion of the Subject Shares (a) by will or intestacy, (b) to the Stockholder's members, partners, affiliates or immediate family members (including Stockholder's spouse, lineal descendants, father, mother, brother, sister or first cousin, and father, mother, brother or sister of Stockholder's spouse), (c) to LLC or any parent, subsidiary or affiliate of LLC, or (d) to a trust, the beneficiaries of which are such Stockholder and/or members of Stockholder's immediate family; provided, further, that the donee or transferee agrees in writing to be bound by the
NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. (A) Except as expressly provided for in the Plan in connection with the Merger, notwithstanding any other provision of this Agreement to the contrary, Shareholder will not sell, transfer, exchange, pledge, distribute or otherwise dispose of, or in any other way reduce Shareholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to, any of the Subject Shares or any rights, options or warrants to purchase Subject Shares during the thirty (30) day period immediately preceding the Effective Time; provided, however, that Shareholder's obligations under this Section 1.1 shall expire immediately after the Expiration Date (as defined below).
(B) As used in this Agreement, the term "EXPIRATION DATE" shall mean the earlier of (i) the date upon which the Plan is validly terminated in accordance with its terms or (ii) the Effective Time of the Merger.
