No Inconsistent Arrangements. The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of such Stockholder's Shares, Stock Options or Warrants or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares, Stock Options or Warrants or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, Stock Options or Warrants, (iv) deposit such Shares, Stock Options or Warrants into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, Stock Options or Warrants, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.
Appears in 25 contracts
Samples: Stockholder Agreement (New Image Industries Inc), Stockholder Agreement (New Image Industries Inc), Stockholder Agreement (New Image Industries Inc)
No Inconsistent Arrangements. The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) transfer (which term shall include, without limitation, any sale, gift, pledge (other than a pledge which does not impair the Stockholder's ability to perform under this Agreement) or other disposition), or consent to any transfer of, any or all of such Stockholder's Shares, Stock Options or Warrants the Securities or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares, Stock Options or Warrants the Securities or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, Stock Options or Warrantsthe Securities, (iv) deposit such Shares, Stock Options or Warrants the Securities into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, Stock Options or Warrants, the Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.
Appears in 11 contracts
Samples: Stockholder Agreement (Quarterdeck Corp), Stockholder Agreement (Quarterdeck Corp), Stockholder Agreement (Quarterdeck Corp)
No Inconsistent Arrangements. The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it Stockholder shall not (i) offer to transfer (which term shall include, without limitation, any sale, tender, gift, pledge (other than a pledge which does not impair Stockholder's ability to perform under this Agreement), assignment or other disposition), transfer or consent to any transfer of, any or all of such Stockholder's Shares, Stock Options or Warrants the Securities or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares, Stock Options or Warrants the Securities or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to such Shares, Stock Options or Warrantsthe Securities, (iv) deposit such Shares, Stock Options or Warrants the Securities into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, Stock Options or Warrants, the Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger AgreementAgreement or the Company Option Agreement (including, without limitation, any action that would cause the Merger to be subject to Section 1101 of the CGCL).
Appears in 9 contracts
Samples: Stockholder Option Agreement (Dep Corp), Stockholder Option Agreement (Dep Corp), Stockholder Option Agreement (Henkel Acquisition Corp Ii)
No Inconsistent Arrangements. The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (inot(i) transfer (which term shall include, without limitation, any sale, gift, pledge (other than a pledge which does not impair the Stockholder's ability to perform under this Agreement) or other disposition), or consent to any transfer of, any or all of such Stockholder's Shares, Stock Options or Warrants the Securities or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares, Stock Options or Warrants the Securities or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, Stock Options or Warrantsthe Securities, (iv) deposit such Shares, Stock Options or Warrants the Securities into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, Stock Options or Warrants, the Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.Agreement or the Stock Option Agreement (including, without limitation, any action that would cause the Merger to be subject to Section 1101 of the GCL). (c)
Appears in 2 contracts
Samples: 4 Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp), Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp)
No Inconsistent Arrangements. The Stockholder Each of the Stockholders hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it such Stockholder shall not (i) transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of such Stockholder's Shares, Stock Options or Warrants Shares or any interest thereintherein other than to another Stockholder, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares, Stock Options or Warrants Stockholder's Shares or any interest thereintherein other than to another Stockholder, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Stockholder's Shares, Stock Options or Warrants, (iv) deposit such Shares, Stock Options or Warrants Stockholder's Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, Stock Options or Warrants, Stockholder's Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of his or its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.
Appears in 2 contracts
Samples: Stockholders Agreement (Superior Telecom Inc), Stockholders Agreement (Superior Telecom Inc)
No Inconsistent Arrangements. The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) transfer (which term shall include, without limitation, any sale, gift, pledge (other than a pledge which does not impair the Stockholder's ability to perform under this Agreement) or other disposition), or consent to any transfer of, any or all of such Stockholder's Shares, Stock Options or Warrants the Securities or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares, Stock Options or Warrants the Securities or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, Stock Options or Warrantsthe Securities, (iv) deposit such Shares, Stock Options or Warrants the Securities into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, Stock Options or Warrants, the Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.Agreement or the Stock Option Agreement (including, without limitation, any action that would cause the Merger to be subject to Section 1101 of the GCL). (c)
Appears in 2 contracts
Samples: Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp), 3 Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp)
No Inconsistent Arrangements. The Stockholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) transfer (which term shall include, without limitation, any sale, gift, pledge (other than a pledge which does not impair the Stockholder's ability to perform under this Agreement) or other disposition), or consent to any transfer of, any or all of such Stockholder's Shares, Stock Options or Warrants the Securities or any interest therein, (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares, Stock Options or Warrants the Securities or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, Stock Options or Warrantsthe Securities, (iv) deposit such Shares, Stock Options or Warrants the Securities into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, Stock Options or Warrants, the Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.
Appears in 1 contract
No Inconsistent Arrangements. The Stockholder (a) Each of the Stockholders hereby covenants and agrees that, until the termination of this Agreement and except as contemplated by this Agreement and the Merger Agreement, he, she or it shall not not: (i) transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, or enter into discussions or negotiations with any party for or with respect to the transfer of, any or all of such Stockholder's Shares, Stock Options or Warrants Shares or any interest therein, ; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Shares, Stock Options or Warrants Shares or any interest therein, ; (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, Stock Options or Warrants, ; (iv) deposit such Shares, Stock Options or Warrants Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, Stock Options or Warrants, ; or (v) take any other action that would in any way restrict, limit or interfere with the performance of his, her or its obligations hereunder or the transactions contemplated hereby or by in the Merger Agreement.
Appears in 1 contract
Samples: Stockholder Agreement (Ico Inc)
No Inconsistent Arrangements. The Stockholder Each of the Stockholders hereby covenants and agrees that, until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except as contemplated by this Agreement and the Merger Agreement, it shall not (ia) transfer (which term shall include, without limitation, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of such Stockholder's Company Shares, Stock Company Options or Warrants or any interest therein, (iib) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of such Company Shares, Stock Company Options or Warrants or any interest therein, (iiic) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, Stock Options Company Shares or WarrantsCompany Options, (ivd) deposit such Shares, Stock Company Shares or Company Options or Warrants into a voting trust or enter into a voting agreement or arrangement with respect to such Shares, Stock Options Company Shares or WarrantsCompany Options, or (ve) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreementhereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Materials Inc /De)