No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Sub, 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 Options or Voting Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Shares, (iv) deposit any Options or Voting Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting 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 or which would make any representation or warranty of Seller hereunder untrue or incorrect.
Appears in 9 contracts
Samples: Support Agreement (Ingenico S A), Support Agreement (Ingenico S A), Support Agreement (Ingenico S A)
No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Purchaser, 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 Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender 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 or which would make any representation or warranty of Seller hereunder untrue or incorrect.
Appears in 2 contracts
Samples: Support Agreement (United States Filter Corp), Support Agreement (Vivendi)
No Inconsistent Arrangements. Seller hereby covenants and ---------------------------- agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Purchaser, 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 Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender 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 or which would make any representation or warranty of Seller hereunder untrue or incorrect.
Appears in 2 contracts
Samples: Support Agreement (Apollo Investment Fund L P), Support Agreement (Apollo Investment Fund L P)
No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Purchaser, 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 Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender 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 or which would make any representation or warranty of Seller hereunder untrue or incorrect.
Appears in 1 contract
Samples: Management Support Agreement (United States Filter Corp)
No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Purchaser, 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 Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender 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 or which would make any representation or warranty of Seller hereunder untrue or incorrect.
Appears in 1 contract
No Inconsistent Arrangements. Seller hereby covenants and ---------------------------- agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it he shall not (i) except to Parent or Merger Subthe Purchaser, 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 Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender 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 or which would make any representation or warranty of Seller hereunder untrue or incorrect.
Appears in 1 contract
No Inconsistent Arrangements. Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it shall not (i) except to Parent or Merger Subthe Purchaser, 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 Options or Voting Tender Shares or any interest therein, (ii) except with Parentparent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender 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 or which would make any representation or warranty of Seller hereunder untrue or incorrect.
Appears in 1 contract
No Inconsistent Arrangements. Each Seller hereby covenants and agrees ---------------------------- that, except as contemplated by this Agreement and the Merger Agreement, it such Seller shall not (i) except to Parent or Merger Subthe Purchaser, 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 Options or Voting Tender Shares or any interest therein, (ii) except with Parent, enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Options or Voting Tender Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to the Options or Voting Tender Shares, (iv) deposit any Options or Voting Tender Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Voting Tender 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 or which would make any representation or warranty of such Seller hereunder untrue or incorrect.
Appears in 1 contract
Samples: Support Agreement (Tefron LTD)