Common use of NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES Clause in Contracts

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.

Appears in 1 contract

Samples: Voting Agreement (Cypros Pharmaceutical Corp)

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NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. (a) Stockholder hereby covenants and agrees that, that prior to the Expiration DateDate (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 Subject Shares to any Person other than Parent or Parent's designeePerson, (ii) create or permit to exist any Encumbrance with respect to any of the Subject Shares, (iii) reduce his, her or its his 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 Effective Time of the Merger becomes effectiveMerger.

Appears in 1 contract

Samples: Voting Agreement (Titan Corp)

NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. (a) Stockholder Shareholder hereby covenants and agrees that, prior to the Expiration DateDate (as defined below), Stockholder Shareholder 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 his 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 Effective Time of the Merger becomes effectiveMerger.

Appears in 1 contract

Samples: Voting Agreement (Titan Corp)

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NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES. (a) Principal Stockholder hereby covenants and agrees that, prior to the Expiration DateDate (as defined below), Principal 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 designeePerson, (ii) create or permit to exist any additional Encumbrance with respect to any of the Subject SharesShares and will release any such Encumbrances prior to the Effective Date, (iii) reduce his, her or its his 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 Stockholder Agreement, the term "Expiration Date" shall mean the earlier of the date upon which the Merger Agreement is validly terminated in accordance with its terms or the date upon which Effective Time of the Merger becomes effectiveMerger.

Appears in 1 contract

Samples: Merger Agreement (PMR Corp)

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