Common use of No Ownership Interest Clause in Contracts

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 24 contracts

Samples: Voting and Support Agreement (Mallard Holdco, LLC), Voting and Support Agreement (Brown Forman Corp), Voting and Support Agreement (Duckhorn Portfolio, Inc.)

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No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Subject Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinShareholder.

Appears in 17 contracts

Samples: Voting Agreement (MLE Holdings, Inc.), Voting Agreement (MLE Holdings, Inc.), Voting Agreement (MLE Holdings, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed deemed, upon execution, to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 16 contracts

Samples: Voting and Support Agreement (Foster James Christopher), Voting and Support Agreement (ZeroFox Holdings, Inc.), Voting and Support Agreement (Paratek Pharmaceuticals, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership (whether beneficial ownership or otherwise) of or with respect to the Covered any Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholderapplicable Shareholder, and Parent shall have no authority to direct the Stockholder any Shareholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.

Appears in 15 contracts

Samples: Voting Agreement (Star Bulk Carriers Corp.), Voting Agreement (Star Bulk Carriers Corp.), Voting Agreement (Star Bulk Carriers Corp.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 14 contracts

Samples: Voting Agreement (Jekogian Iii Nickolas W), Tender and Voting Agreement (Polycom Inc), Support Agreement (Intellon Corp)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent Acquiror any direct or indirect ownership or incidence of ownership of or with respect to the Covered SharesShares of the Stockholder. All rights, ownership and economic benefits of and relating to the Covered Shares of the Stockholder shall remain vested in and belong to the Stockholder, and Parent Acquiror shall have no authority to direct the Stockholder in the voting or disposition of any of the Stockholder’s Covered Shares, except as otherwise provided herein.

Appears in 13 contracts

Samples: Support Agreement (Graf Acquisition Corp. IV), Merger Agreement (Osprey Technology Acquisition Corp.), Transaction Support Agreement (Omnichannel Acquisition Corp.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the relevant Stockholder, and Parent shall have no authority to exercise any power or authority to direct the any Stockholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.

Appears in 13 contracts

Samples: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Atrion Corp)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.

Appears in 13 contracts

Samples: Tender and Support Agreement (Cadeler a/S), Tender and Support Agreement (Cadeler a/S), Tender and Support Agreement (Cadeler a/S)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.

Appears in 12 contracts

Samples: Voting Agreement, Voting Agreement (Thomas, McNerney & Partners II L.P.), Voting Agreement (Thomas, McNerney & Partners II L.P.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 12 contracts

Samples: Voting Agreement (Kellogg Peter R), Voting Agreement (Mai Holdings, Inc.), Voting Agreement (Emdeon Inc.)

No Ownership Interest. Nothing Except as otherwise provided herein, nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 11 contracts

Samples: Voting Agreement (Iroquois Capital Management, LLC), Support and Voting Agreement (Iroquois Capital Management, LLC), Support and Voting Agreement (Fagenson Robert B)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 11 contracts

Samples: Merger Agreement, Voting Agreement (Medical Action Industries Inc), Voting Agreement (Owens & Minor Inc/Va/)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 11 contracts

Samples: Voting Agreement (At&t Inc.), Voting Agreement (At&t Inc.), Voting Agreement (At&t Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 11 contracts

Samples: Agreement and Plan of Merger, Voting Agreement (Thinkorswim Group Inc.), Voting Agreement (Td Ameritrade Holding Corp)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 11 contracts

Samples: Voting and Support Agreement (Graco Inc), Voting and Support Agreement (Unitedhealth Group Inc), Voting and Support Agreement (CNS Inc /De/)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder. For the avoidance of doubt, and Parent shall have no authority to direct the Stockholder in shall be entitled to any dividends or other distributions declared by the voting or disposition of any of Company Board with respect to the Covered Shares, except as otherwise provided hereinShares having a record date prior to the Expiration Date.

Appears in 11 contracts

Samples: Voting Agreement, Merger Agreement (Kapstone Paper & Packaging Corp), Merger Agreement (WestRock Co)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence incidents of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise expressly provided hereinherein or in the Merger Agreement.

Appears in 9 contracts

Samples: Voting Agreement (Varsity Brands Inc), Voting Agreement (Grubb & Ellis Co), Voting Agreement (Nederlander Robert E)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares, except as otherwise provided herein. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 9 contracts

Samples: Voting Agreement (Edgar Online Inc), Voting Agreement (Edgar Online Inc), Merger Agreement (SXC Health Solutions Corp.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall not have no any authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 9 contracts

Samples: Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (Parlux Fragrances Inc), Voting Agreement (Parlux Fragrances Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholders, and Parent shall have no authority to direct the Stockholder Shareholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 9 contracts

Samples: Voting Agreement (Universal American Corp.), Voting Agreement (Perry Corp), Voting Agreement (Lee-Universal Holdings, LLC)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence incident of ownership (whether beneficial ownership or otherwise) of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderCompany Shareholder, and Parent shall have no authority to direct the Stockholder Company Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.

Appears in 9 contracts

Samples: Voting and Support Agreement (Peak Resorts Inc), Voting and Support Agreement (Peak Resorts Inc), Voting and Support Agreement (Peak Resorts Inc)

No Ownership Interest. Nothing Except as otherwise provided in this Agreement, nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any of the Covered SharesSubject Securities. All rights, ownership and economic benefits of and relating to the Covered Shares Subject Securities shall remain vested in and belong to the Company Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 9 contracts

Samples: Tender Agreement (Valeant Pharmaceuticals International, Inc.), Tender Agreement (Valeant Pharmaceuticals International, Inc.), Tender Agreement (Valeant Pharmaceuticals International, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares, except as otherwise provided herein. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 9 contracts

Samples: Voting Agreement (Del-Ta Engineering Equipment Ltd.), Voting Agreement (Del-Ta Engineering Equipment Ltd.), Voting Agreement (Dovrat Shlomo)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderHolders, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Holders in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.

Appears in 8 contracts

Samples: Voting and Support Agreement (Earthstone Energy Inc), Voting and Support Agreement (Earthstone Energy Inc), Voting and Support Agreement (Earthstone Energy Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall not have no any authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 8 contracts

Samples: Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (Perfumania Holdings, Inc.), Voting Agreement (JM-CO Capital Fund, LLC)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Class A Shares, Class B Shares or any other equity securities of the Covered SharesCompany. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.

Appears in 8 contracts

Samples: Voting and Support Agreement (Apollo Education Group Inc), Voting and Support Agreement (Apollo Education Group Inc), Voting and Support Agreement (Apollo Education Group Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 7 contracts

Samples: Voting Agreement (Wright Medical Group Inc), Merger Agreement (Microchip Technology Inc), Voting Agreement (Zoran Corp \De\)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered SharesShares except, except in each case, as otherwise provided hereinin this Agreement.

Appears in 7 contracts

Samples: Voting Agreement (Bidz.com, Inc.), Voting Agreement (Bidz.com, Inc.), Voting Agreement (LEP Summer Holdings LLC)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in any Parent Party any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and benefit relating to the Covered Shares of any Stockholder shall remain vested in and belong to the such Stockholder, and Parent shall have no authority to direct the such Stockholder in the voting or disposition of any of the its Covered Shares, except as otherwise provided herein.

Appears in 7 contracts

Samples: Support Agreement (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co), Support Agreement (Energy Transfer Equity, L.P.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.

Appears in 7 contracts

Samples: Voting Agreement (Ginkgo Bioworks Holdings, Inc.), Voting Agreement (Zymergen Inc.), Voting Agreement (Bonanza Creek Energy, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any other Person any direct or indirect ownership or incidence of ownership of of, or with respect to, any Subject Shares. Subject to the Covered Shares. All restrictions and requirements set forth in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the each Stockholder, and this Agreement shall not confer any right, power or authority upon Parent shall have no authority or any other Person to direct the Stockholder in the voting or disposition of any of the Covered Shares, Subject Shares (except as otherwise specifically provided for herein).

Appears in 6 contracts

Samples: Merger Agreement (Montage Resources Corp), Merger Agreement (Southwestern Energy Co), Support Agreement (Montage Resources Corp)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholderapplicable Holder, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder any Holder in the voting or disposition of any of the Covered Subject Shares, except as otherwise expressly provided herein.

Appears in 6 contracts

Samples: Voting and Support Agreement (Biogen Inc.), Voting and Support Agreement (Biogen Inc.), Voting and Support Agreement (Reata Pharmaceuticals Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent the Company any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Parent Owned Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Parent Owned Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinShareholder.

Appears in 6 contracts

Samples: Merger Agreement (Transocean Ltd.), Merger Agreement (Transocean Ltd.), Voting and Support Agreement (Transocean Ltd.)

No Ownership Interest. Nothing Except as expressly provided in Section 2 with respect to the Rollover Shares, nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 6 contracts

Samples: Support Agreement (Vepf Vii SPV I, L.P.), Support Agreement (Vepf Vii SPV I, L.P.), Support Agreement (KnowBe4, Inc.)

No Ownership Interest. Nothing Except as otherwise provided in this Agreement, nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Sharesany Subject Securities. All rights, ownership and economic benefits of and relating to the Covered Shares Subject Securities shall remain vested in and belong to the Company Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 6 contracts

Samples: Merger Agreement (IntraLinks Holdings, Inc.), Merger Agreement (Synchronoss Technologies Inc), Tender and Support Agreement (IntraLinks Holdings, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed deemed, upon execution, to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 6 contracts

Samples: Voting and Support Agreement (Sokol David L), Voting and Support Agreement (Washington Dennis R), Voting and Support Agreement (Fairfax Financial Holdings LTD/ Can)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares, except as expressly provided herein. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderHolder, and neither Parent nor Merger Sub shall have no any authority to direct the Stockholder Holder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 6 contracts

Samples: Shareholder Support Agreement, Voting Agreement (Apollo Medical Holdings, Inc.), Voting Agreement (Apollo Medical Holdings, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 6 contracts

Samples: Merger Agreement (Conmed Healthcare Management, Inc.), Voting Agreement (Conmed Healthcare Management, Inc.), Voting Agreement (Pappajohn John)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered such Shares shall remain vested in and belong to the StockholderStockholder or his affiliates, and Parent and Merger Sub shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 5 contracts

Samples: Voting Agreement (Ligand Pharmaceuticals Inc), Voting Agreement (Warburg Pincus Private Equity Viii L P), Voting Agreement (Narrowstep Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Company Owned Shares or Parent Owned Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Company Owned Shares and the Parent Owned Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinShareholders.

Appears in 5 contracts

Samples: Voting and Support Agreement (Transocean Ltd.), Voting and Support Agreement (Ocean Rig UDW Inc.), Merger Agreement (Transocean Ltd.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership (whether beneficial ownership or otherwise) of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Stockholder, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 5 contracts

Samples: Voting Agreement (Edgen Group Inc.), Voting Agreement (Akorn Inc), Voting Agreement (Hi Tech Pharmacal Co Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any of its Affiliates any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rightsBeyond what is expressly provided in this Agreement, all ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and neither Parent nor any of its Affiliates shall have no any authority to direct any of the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA), Merger Agreement (Cryolife Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in any Parent Party any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and benefit relating to the Covered Shares of Stockholder shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the its Covered Shares, except as otherwise provided herein.

Appears in 5 contracts

Samples: Support Agreement (Energy Transfer LP), Support Agreement (SemGroup Corp), Merger Agreement

No Ownership Interest. Nothing Except as otherwise provided herein, nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 5 contracts

Samples: Merger Agreement (Penwest Pharmaceuticals Co), Shareholder Tender Agreement (Endo Pharmaceuticals Holdings Inc), Shareholder Tender Agreement (Perceptive Advisors LLC)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.

Appears in 5 contracts

Samples: Voting Agreement (Matterport, Inc./De), Voting Agreement (Pinnacle Foods Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares, except as otherwise provided herein. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and neither Parent nor Merger Sub shall have no any authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 5 contracts

Samples: Tender and Support Agreement (Emageon Inc), Voting Agreement (Health Systems Solutions Inc), Tender and Support Agreement (AMICAS, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All Except as otherwise provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.

Appears in 5 contracts

Samples: Support Agreement (Tenzing Global Management, LLC), Support Agreement (Care.com Inc), Support Agreement (Iac/Interactivecorp)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any of the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall not have no any authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided set forth herein.

Appears in 5 contracts

Samples: Merger Agreement (Trinity Capital Corp), Merger Agreement (Enterprise Financial Services Corp), Voting Agreement (Castle Creek Capital Partners VI, LP)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and nothing herein shall, or shall be construed to, grant Parent shall have no authority any power, sole or shared, to direct the Stockholder in or control the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 5 contracts

Samples: Support and Tender Agreement (Stephens Investments Holdings LLC), Support and Tender Agreement (Bed Bath & Beyond Inc), Support and Tender Agreement (Bed Bath & Beyond Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All Except as otherwise provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.

Appears in 5 contracts

Samples: Voting and Support Agreement (Desktop Metal, Inc.), Voting and Support Agreement (ExOne Co), Voting and Support Agreement (Desktop Metal, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed deemed, upon execution, to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinin this Agreement.

Appears in 5 contracts

Samples: Tender and Support Agreement (EndoChoice Holdings, Inc.), Tender and Support Agreement (Oplink Communications Inc), Tender and Support Agreement (GTCR Valor Merger Sub, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the StockholderStockholder Parties, and Parent shall have no authority to direct the any Stockholder Party in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.

Appears in 4 contracts

Samples: Voting Agreement (Exact Sciences Corp), Voting Agreement (Genomic Health Inc), Voting Agreement (Genomic Health Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered SharesSubject Securities. All rights, ownership and economic benefits of and relating to the Covered Shares Subject Securities shall remain vested in and belong to the Company Stockholder, and Parent shall not have no the authority to direct the Company Stockholder in the voting or disposition of any of the Covered SharesSubject Securities, except as otherwise expressly provided herein.

Appears in 4 contracts

Samples: Voting and Support Agreement (Midstates Petroleum Company, Inc.), Voting and Support Agreement (Midstates Petroleum Company, Inc.), Voting and Support Agreement (Midstates Petroleum Company, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Sharesany Equity Interests or Indirect Equity Interests. All Except as provided in this Agreement, all rights, ownership ownership, and economic benefits of and relating to the Covered Shares Equity Interests and Indirect Equity Interests shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinInterest Holder.

Appears in 4 contracts

Samples: Support Agreement (Davita Inc), Support Agreement (Davita Inc), Support Agreement (Davita Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any other Person any direct or indirect ownership or incidence of ownership of of, or with respect to, any Subject Shares. Subject to the Covered Shares. All restrictions and requirements set forth in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholder, and this Agreement shall not confer any right, power or authority upon Parent shall have no authority or any other Person to direct the Stockholder in the voting or disposition of any of the Covered Shares, Subject Shares (except as otherwise specifically provided for herein).

Appears in 4 contracts

Samples: Agreement Not to Dissent (Noble Energy Inc), Agreement Not to Dissent (Clayton Williams Energy Inc /De), Agreement Not to Dissent (Clayton Williams Energy Inc /De)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholders, and Parent shall have no authority to direct the Stockholder any Shareholder in the voting or disposition of any of the Covered Shares, Shares except as otherwise provided herein.

Appears in 4 contracts

Samples: Merger Agreement, Merger Agreement (Triumph Bancorp, Inc.), Merger Agreement (Triumph Bancorp, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the any Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.

Appears in 4 contracts

Samples: Voting Agreement (Ginkgo Bioworks Holdings, Inc.), Voting Agreement (Ginkgo Bioworks Holdings, Inc.), Voting Agreement (Zymergen Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 4 contracts

Samples: Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.), Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.), Stockholder Voting Agreement (Omthera Pharmaceuticals, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.

Appears in 4 contracts

Samples: Support Agreement (Sezzle Inc.), Support Agreement (Sezzle Inc.), Support Agreement (Sezzle Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderHolder, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Holder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.

Appears in 4 contracts

Samples: Voting and Support Agreement (Bonanza Creek Energy, Inc.), Voting and Support Agreement (HighPoint Resources Corp), Voting and Support Agreement (Jagged Peak Energy Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct direct, indirect or indirect beneficial ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the any Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.

Appears in 4 contracts

Samples: Voting and Support Agreement (Esse Effe S.p.A.), Voting and Support Agreement (Kaleyra, Inc.), Voting and Support Agreement (Maya Investments LTD)

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No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the any Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 4 contracts

Samples: Voting and Support Agreement (Blackstone Holdings III L.P.), Voting and Support Agreement (Vista Equity Partners Fund VI, L.P.), Voting and Support Agreement (Ping Identity Holding Corp.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the any Stockholder in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.

Appears in 4 contracts

Samples: Voting and Support Agreement (Ra Capital Management, LLC), Stockholder Voting Agreement (Allergan PLC), Stockholder Voting Agreement (Allergan PLC)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered SharesSubject shares, except as otherwise provided herein.

Appears in 4 contracts

Samples: Shareholder Agreement (Farnam Street Partners Lp /Mn), Shareholder Agreement (Farnam Street Partners Lp /Mn), Shareholder Agreement (Mustang Capital Management, LLC)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Stockholder, and Parent shall have no authority to direct the any Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 4 contracts

Samples: Voting Agreement (Sprint Nextel Corp), Voting Agreement (L Curve Sub Inc.), Voting Agreement (Corvina Holdings LTD)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or any other Person any direct or indirect ownership or incidence of ownership of of, or with respect to, any Subject Shares. Subject to the Covered Shares. All restrictions and requirements set forth in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the each Stockholder, and this Agreement shall not confer any right, power or authority upon Parent shall have no authority or any other Person to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, Subject Shares (except as otherwise specifically provided for herein).

Appears in 4 contracts

Samples: Support Agreement (Devon Energy Corp/De), Support Agreement (WPX Energy, Inc.), Merger Agreement (Devon Energy Corp/De)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholder or a transferee in a Permitted Transfer, as applicable, and Parent shall have no authority to direct the Stockholder or such transferee in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 4 contracts

Samples: Voting Agreement (Sunedison, Inc.), Voting Agreement (Vivint Solar, Inc.), Voting Agreement (Sunedison, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to exercise any power or authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise specifically provided herein, or in the performance of the Stockholder’s duties or responsibilities as stockholders of the Company.

Appears in 4 contracts

Samples: Merger Agreement (MSC Software Corp), Merger Agreement (STG Ugp, LLC), Voting Agreement (STG Ugp, LLC)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Common Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Common Shares shall remain vested in and belong to the each Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 4 contracts

Samples: Merger Agreement (Endurance International Group Holdings, Inc.), Voting Agreement (Constant Contact, Inc.), Merger Agreement (Constant Contact, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent Buyer any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, any Parent Shares and all ownership and economic benefits of and relating to the Covered Parent Shares shall remain vested in and belong to the Stockholderapplicable Shareholder. Except as otherwise provided herein, and Parent Buyer shall not have no any authority to direct the Stockholder any Shareholder in the voting or disposition of any Parent Shares. For the avoidance of doubt, the Covered Shareholder shall be entitled to any dividends or other distributions declared by Parent with respect to the Shareholder’s Parent Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Support Agreement (RTI Surgical Holdings, Inc.), Support Agreement (RTI Surgical Holdings, Inc.), Support Agreement (RTI Surgical Holdings, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Company Shares. All rights, ownership and economic benefits of and relating to the Covered Company Shares shall remain vested in and belong to the each Stockholder, and Parent shall have no authority to direct the such Stockholder in the voting or disposition of any of the Covered Company Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Voting and Support Agreement (ZAGG Inc), Voting and Support Agreement (Endurance International Group Holdings, Inc.), Voting and Support Agreement (Musallam Ramzi M)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholders, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Shareholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Shareholders Agreement (Kos Pharmaceuticals Inc), Shareholders Agreement (Abbott Laboratories), Shareholders Agreement (Jaharis Mary)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent the Company any direct or indirect ownership or incidence of ownership of or with respect to the Covered Sharesany Stockholder’s shares of Parent Common Stock. All rights, ownership and economic benefits of and relating to the Covered Shares any such Stockholder’s shares of Parent Common Stock shall remain vested in and belong to the such Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Arrangement Agreement and Plan of Merger (Burger King Worldwide, Inc.), Voting Agreement (New Red Canada Partnership), Voting Agreement (3G Capital Partners LP)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered such Shares shall remain vested in and belong to the StockholderShareholder or his affiliates, and Parent and Merger Sub shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Merger Agreement (Matria Healthcare Inc), Voting Agreement (Inverness Medical Innovations Inc), Voting Agreement (Inverness Medical Innovations Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Voting Agreement (Moneylion Inc.), Voting Agreement (Gen Digital Inc.), Support Agreement (EngageSmart, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in either Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall not have no any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.

Appears in 3 contracts

Samples: Voting Agreement (Volta Inc.), Voting Agreement (ProFrac Holding Corp.), Voting Agreement (Crestview Partners III GP, L.P.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Voting Shares or shall be deemed to constitute Parent and the Covered SharesShareholder as a “group” as defined in Rule 13d-5(b) (1) under the Exchange Act. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Voting Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinShareholder.

Appears in 3 contracts

Samples: Voting Agreement (Baker Street Capital Management, LLC), Voting Agreement (Seagate Technology PLC), Voting Agreement (Xyratex LTD)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholderrelevant Shareholder, and Parent and Merger Sub shall have no authority to direct the Stockholder such Shareholder in the voting or disposition of any of the Covered Shares, in each case, except as otherwise to the extent expressly provided herein.

Appears in 3 contracts

Samples: Voting Agreement, Voting Agreement (Alibaba Group Holding LTD), Voting Agreement (AutoNavi Holdings LTD)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered SharesShares of any Stockholder. All rights, ownership and economic benefits of and relating to the Covered Shares of each Stockholder shall remain vested in and belong to the such Stockholder, and Parent shall have no authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the any Stockholder in the voting or disposition of any of the Covered SharesShares of such Stockholder, except as otherwise provided herein.

Appears in 3 contracts

Samples: Voting Agreement (Goldman Sachs Group Inc), Voting Agreement (Ebix Inc), Voting Agreement (Ebix Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All Except as provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinShareholder.

Appears in 3 contracts

Samples: Voting Agreement (Stanton John W), Voting Agreement (Advanced Digital Information Corp), Voting Agreement (Quantum Corp /De/)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership interest or incidence of ownership of or with respect to the Covered any Shares. All Except as otherwise provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinShareholders.

Appears in 3 contracts

Samples: Shareholder Agreement (Relational Investors LLC), Shareholder Agreement (Relational Investors LLC), Shareholder Agreement (Banco Santander, S.A.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Support Agreement, Support Agreement (NXP Semiconductors N.V.), Support Agreement (Freescale Semiconductor, Ltd.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Acquisition Sub any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholderapplicable Principal Holder, and nothing herein shall, or shall be construed to, grant Parent shall have no authority any power, sole or shared, to direct the Stockholder in or control the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Tender and Support Agreement (Receptos, Inc.), Merger Agreement (Celgene Corp /De/), Tender and Support Agreement (Celgene Corp /De/)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or the Company any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinStockholders.

Appears in 3 contracts

Samples: Voting Agreement (Alimera Sciences Inc), Voting Agreement (Ani Pharmaceuticals Inc), Voting Agreement (Franchise Group, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided hereinherein or in the Stock Purchase Agreement.

Appears in 3 contracts

Samples: Voting and Support Agreement (Knoll Inc), Voting and Support Agreement (Herman Miller Inc), Voting and Support Agreement (Global Furniture Holdings S.a r.l)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Sharesany Target Securities. All rights, ownership and economic benefits of and relating to the Covered Shares Target Securities shall remain vested in and belong to the Stockholder, Stockholder and Parent and Merger Sub shall only have no the authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except Target Securities as otherwise provided herein.

Appears in 3 contracts

Samples: Tender and Support Agreement (Clearlake Capital Partners Ii Lp), Merger Agreement (Veramark Technologies Inc), Merger Agreement (Veramark Technologies Inc)

No Ownership Interest. Nothing Except as otherwise provided herein, nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderShareholder, and Parent shall have no authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Shareholder Tender Agreement, Shareholder Agreement (Endo Pharmaceuticals Holdings Inc), Shareholder Agreement (Healthtronics, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderTrust and Xx. Xxxxx, and Parent and Merger Sub shall have no authority to direct the Stockholder Trust or Xx. Xxxxx in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Merger Agreement (Straight Path Communications Inc.), Voting Agreement (Patrick Henry Tr DTD July 31 2013), Merger Agreement (Straight Path Communications Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Parent or any other Person any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholdereach respective Shareholder, and neither the Parent nor any other Person shall have no any authority to direct the Stockholder such Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise expressly provided herein.

Appears in 3 contracts

Samples: Shareholder Support Agreement (SciSparc Ltd.), Shareholder Support Agreement (Anchiano Therapeutics Ltd.), Shareholder Support Agreement (Anchiano Therapeutics Ltd.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Parent Shares. All rights, ownership and economic benefits of and relating to the Covered Parent Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Parent Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Stockholders Agreement (Hillshire Brands Co), Agreement and Plan of Merger (Hillshire Brands Co)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered any Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Voting and Proxy Agreement (Presidio, Inc.), Voting and Proxy Agreement (Presidio, Inc.), Voting and Proxy Agreement (Presidio, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and direct and indirect economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Voting and Support Agreement (National Holdings Corp), Voting and Support Agreement (Gilman Ciocia, Inc.), Voting and Support Agreement (Document Security Systems Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence incidents of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Subject Shares, except as otherwise expressly provided hereinherein or in the Merger Agreement.

Appears in 3 contracts

Samples: Voting and Option Agreement (Imperial Parking Corp), Voting Agreement (Imperial Parking Corp), Voting and Option Agreement (Gotham Partners Lp /Ny/)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the such Stockholder, and Parent shall does not have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the such Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Merger Agreement (Graphite Bio, Inc.), Support Agreement (LENZ Therapeutics, Inc.), Support Agreement (Graphite Bio, Inc.)

No Ownership Interest. Nothing Except as otherwise provided herein, nothing contained in this Agreement shall be deemed to vest in Parent or Purchaser any direct or indirect legal or beneficial ownership or incidence of ownership of or with respect to the Covered Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the each Stockholder (without limiting such Stockholder’s obligations hereunder), and neither Parent nor Purchaser shall have no any power or authority to direct the such Stockholder in the voting or disposition Transfer (as defined in the Company Certificate) of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Merger Agreement, Agreement and Plan of Merger (Salesforce Com Inc), Merger Agreement (Tableau Software Inc)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares of the Stockholder shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Support Agreement (Sunrun Inc.), Support Agreement (Vivint Solar, Inc.), Support Agreement (Sunrun Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent the Member any direct or indirect ownership or incidence of ownership of or with respect to the any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the applicable Stockholder, and Parent and, except as otherwise provided herein, the Member shall not have no any authority to direct the any Stockholder in the voting or disposition of any of the Covered Shares. For the avoidance of doubt, except as otherwise provided hereinStockholder shall be entitled to any dividends or other distributions declared by Parent with respect to Stockholder’s Covered Shares.

Appears in 3 contracts

Samples: Support Agreement (Bears Holding Sub, Inc.), Support Agreement (Rti Surgical, Inc.), Support Agreement (Rti Surgical, Inc.)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership (whether beneficial ownership or otherwise) of or with respect to the Covered any Subject Shares. All rights, ownership and economic benefits of and relating to the Covered Subject Shares shall remain vested in and belong to the applicable Stockholder, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Subject Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Tender and Voting Agreement, Tender and Voting Agreement (Ziprealty Inc), Tender and Voting Agreement (Realogy Group LLC)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderKey Stockholder or the applicable Covered Entity, as the case may be, and Parent shall have no authority to direct the Key Stockholder or any Covered Entity in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Merger Agreement (Hilton Grand Vacations Inc.), Voting and Support Agreement (Bluegreen Vacations Holding Corp), Voting and Support Agreement (Bluegreen Vacations Holding Corp)

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Appears in 3 contracts

Samples: Voting Agreement (Vista Equity Partners Fund Viii, L.P.), Voting Agreement (Disco (Guernsey) Holdings L.P. Inc.), Voting and Support Agreement (Moneygram International Inc)

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