No Inconsistent Arrangements. The Shareholder 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 the 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 the Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Shares, (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares 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 10 contracts
Samples: Shareholders Agreement (HFS Inc), Shareholders Agreement (HFS Inc), Shareholders Agreement (HFS Inc)
No Inconsistent Arrangements. The Shareholder Each of the Shareholders 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 the 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 the Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Shares, (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares 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 2 contracts
Samples: Shareholders Agreement (Immucor Inc), Shareholders Agreement (Gamma Biologicals Inc)
No Inconsistent Arrangements. The Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and Agreement, during the Merger AgreementTerm, 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 the 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 the Shares such shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Shares, (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares Shares, or (v) knowingly take any other action that would be reasonably expected to in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby or by the Merger Agreement, including converting the Shares into common stock of the Company.
Appears in 2 contracts
Samples: Purchase and Sale and Voting Agreement (TRW Inc), Purchase and Sale and Voting Agreement (Saugatuck Capital Co LTD Partnership Iii)
No Inconsistent Arrangements. The Shareholder 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 the Shares 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 the Shares Securities or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the SharesSecurities, (iv) deposit the Shares Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Shares 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 Shareholder Stock- holder 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 the 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 the Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Shares, (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares 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
Samples: Stockholder Agreement (Tomkins PLC)
No Inconsistent Arrangements. The Each Shareholder hereby covenants and agrees that, except as contemplated by this Agreement and the Merger Agreement, it he 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 the his 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 the Shares such shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the his Shares, (iv) deposit the his Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares his Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of its his obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.
Appears in 1 contract
No Inconsistent Arrangements. The Shareholder 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 the 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 the Shares such shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the such Shares, (iv) deposit the such Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares such Shares, 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