No Transfer; No Inconsistent Arrangements. Except, in the case of clauses (a), (c) and (d) below, as provided hereunder or under the Transaction Agreement, any Loan Agreement, the Stockholders Agreement or any other agreements referenced in the Disclosure Schedule, from and after the date hereof and until the termination of this Agreement in accordance with Section 5.2, Stockholder shall not, directly or indirectly, (a) create any Lien on any or all of Stockholder’s Subject Shares, except for any Liens existing on the date of this Agreement, (b) transfer, sell, assign, gift, exchange, tender, hypothecate or otherwise dispose of (collectively, “Transfer”) any of Stockholder’s Subject Shares to any Person, other than an affiliate of Stockholder that has agreed in writing to be bound by this Agreement, (c) grant or permit the grant of any proxy or power of attorney with respect to any of Stockholder’s Subject Shares to the extent inconsistent with such Stockholder’s obligations hereunder, or (d) deposit or permit the deposit of any of Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares. If any involuntary Transfer of any of the Subject Shares shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. Any attempted Transfer of Subject Shares or any interest therein in violation of this Section 4.1 shall be null and void ab initio.
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Samples: Support Agreement (Vistra Corp.)
No Transfer; No Inconsistent Arrangements. Except, in Except pursuant to the case of clauses (a), (c) and (d) below, as provided hereunder or under the Transaction Agreement, any Loan Agreement, the Stockholders Agreement or any other agreements referenced in the Disclosure Schedule, from and after the date hereof and until the termination express terms of this Agreement in accordance with Section 5.2or to effect the 10b5-1 Plan, each Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (ai) create grant any Lien on rights of first offer or refusal or enter into any or all voting trust with respect to any of such Stockholder’s Subject Shares, except for any Liens existing on the date of this Agreement, (bii) transfer, sell (including short sell), assign, gift, exchangetransfer, tender, pledge, encumber, grant a participation interest in, hypothecate or otherwise dispose of (collectivelyincluding by gift, “Transfer”) and whether by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of Stockholder’s law or otherwise, and including pursuant to a derivative transaction or through the Transfer by any other Person of any equity interests in any direct or indirect holding company holding Subject Shares or through the issuance and redemption by any such holding company of its securities (except, however, to any Persona Permitted Transferee of a Stockholder who contemporaneously agrees in writing, other than an affiliate of Stockholder that has agreed in writing a joinder to this Agreement reasonably acceptable to Parent, to be bound by this AgreementAgreement to the same extent as such transferring Stockholder) or consent to any of the foregoing (each of the actions described in clauses (i) and (ii), a “Transfer” (which defined term includes derivations of such defined term)), or cause to be Transferred, any of such Stockholder’s Subject Shares, (ciii) grant or otherwise permit the grant any Liens to be created on any of such Stockholder’s Subject Shares, (iv) enter into any proxy or power of attorney contract with respect to the direct or indirect Transfer of any of such Stockholder’s Subject Shares to the extent inconsistent with such Stockholder’s obligations hereunder, or (dv) deposit or permit the deposit of any of Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Subject Shares or grant any proxy or power of attorney, or any other authorization or consent, with respect thereto that, in the case of any of the activities in this clause (v) is inconsistent with this Agreement. Each Stockholder hereby agrees that this Agreement and the obligations hereunder shall attach to such Stockholder’s Subject Shares. If Shares and shall be binding upon any Person to which legal or Beneficial Ownership shall pass, whether by operation of law or otherwise, including its successors or permitted assigns, and if any involuntary Transfer of any of the such Stockholder’s Subject Shares shall occur (including, but not limited to, including a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect. Any attempted Transfer of Subject Shares or any interest therein in violation of this Section 4.1 shall be null and void ab initio.which
Appears in 1 contract
Samples: Voting and Support Agreement (Altair Engineering Inc.)
No Transfer; No Inconsistent Arrangements. Except, in the case of clauses (a), (c) and (d) below, Except as provided hereunder or under the Transaction Agreement, any Loan Agreement, the Stockholders Agreement or any other agreements referenced in the Disclosure Schedulehereunder, from and after the date hereof and until the termination of this Agreement is validly terminated in accordance with Section 5.25.1, the Stockholder shall not, directly or indirectly, , (a) create or permit to exist any Lien Encumbrances on any or all of Stockholder’s the Subject Shares, except other than for any Liens existing on the date of this AgreementPermitted Stockholder Encumbrances, (b) transfer, sell (including short sell), assign, gift, exchangehedge, tenderpledge, 4861-5946-8346 v.2 xxxxx a participation interest in, hypothecate or otherwise dispose of of, or enter into any derivative arrangement with respect to (collectively, “Transfer”) ), any of Stockholder’s the Subject Shares Shares, or any right or interest therein (or consent to any Person, other than an affiliate of Stockholder that has agreed in writing to be bound by this Agreementthe foregoing), (c) enter into any Contract, option or other arrangement or understanding with respect to any Transfer of the Subject Shares or any interest therein, (d) grant or permit the grant of any proxy proxy, power-of-attorney, or power of attorney other authorization or consent in or with respect to any of Stockholder’s the Subject Shares to the extent inconsistent with such Stockholder’s obligations hereunderShares, or (de) deposit or permit the deposit of any of Stockholder’s the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Subject Shares or (f) take any other action that in any way would be reasonably expected to restrict, limit, impede, delay or interfere with the performance of such Stockholder’s obligations hereunder. The Company will not recognize, facilitate or give effect to any transfer in violation of this Section 4.1. The Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject SharesShares on the books of the Company in violation of this Agreement. If any involuntary Transfer of any of the Subject Shares shall occur in the Company occurs (including, but not limited to, a sale by the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include includes any and all transferees and subsequent transferees of the initial transferee) shall will take and hold such Subject Shares subject to all of the restrictions, liabilities liabilities, and rights under this Agreement, which shall will continue in full force and effecteffect until valid termination of this Agreement in accordance with Section 5.1. Any attempted Transfer The Stockholder agrees that it shall not, and shall cause each of its Affiliates not to, become a member of a Group for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Stockholder may make Transfers of its Subject Shares to (x) if the Stockholder is an entity, any controlled Affiliate, Subsidiary, partner, or member of the Stockholder or, if the Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, or (y) if the Stockholder is a natural person, solely for estate or tax planning purposes (A) a spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the spouse of any interest therein child, adopted child, grandchild or adopted grandchild of the Stockholder, (B) any trust, the trustees of which include only the Persons named in violation clause (A) and the beneficiaries of which include only the Persons named in clause (A), (C) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the Persons named in clauses (A), (B) or (C); provided, however, that in any such case, as a condition to the effectiveness of such Transfer, (1) each Person to which any of such Shares are Transferred has executed and delivered to the Company, Parent and Merger Sub a counterpart to this Agreement pursuant to which such Person is bound by all of the terms and provisions of this Section 4.1 shall Agreement, and (2) this Agreement becomes the legal, valid, and binding agreement of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be null limited by applicable bankruptcy, insolvency, reorganization, moratorium and void ab initioother similar applicable laws affecting creditors’ rights generally and to general principles of equity.
Appears in 1 contract
No Transfer; No Inconsistent Arrangements. Except, in the case of clauses (a), (c) and (d) below, Except as provided hereunder or under the Transaction Agreement, any Loan Agreement, the Stockholders Agreement or any other agreements referenced in the Disclosure Schedule, from and after the date hereof and until the termination of this Agreement in accordance with Section 5.2hereunder, Stockholder shall not, directly or indirectly, (a) create or permit to exist any Lien Share Encumbrance, other than Permitted Share Encumbrances, on any or all of Stockholder’s the Subject Shares, except for any Liens existing on the date of this Agreement, (b) transfer, sell, assign, gift, exchangehedge, tender, hypothecate pledge or otherwise dispose of (including, for the avoidance of doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”) ), any of Stockholder’s the Subject Shares Shares, or any right or interest therein (or consent to any Person, other than an affiliate of Stockholder that has agreed in writing to be bound by this Agreementthe foregoing), (c) grant enter into any Contract, option or permit the grant of other agreement (including any proxy profit sharing agreement), arrangement or power of attorney understanding with respect to any Transfer of Stockholder’s the Subject Shares to the extent inconsistent with such Stockholder’s obligations hereunderor any interest therein, or (d) deposit take or permit any other action that would in any way restrict, limit or interfere with the deposit of any performance of Stockholder’s obligations hereunder or otherwise make any representation or warranty of Stockholder herein untrue or incorrect; provided, however, that the foregoing restrictions shall not apply to Transfers of Subject Shares into to (i) an Affiliate of Stockholder, (ii) any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or by will or intestacy, (iii) Transfer the Subject Shares by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a voting trust member of the immediate family of the Stockholder, (iv) Transfer the Subject Shares to stockholders, direct or enter into indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act), current or former partners (general or limited), members or managers of the Stockholder, as applicable, or to the estates of any such stockholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Stockholder; (v) make Transfers that occur by operation of law pursuant to a voting agreement qualified domestic relations order or arrangement in connection with a divorce settlement, (vi) make Transfers not involving a change in beneficial ownership; (vii) if the Stockholder is a trust, Transfer the Subject Shares to any beneficiary of the Stockholder or the estate of any such beneficiary; (viii) exercise an option or warrant to purchase Shares or settle a restricted stock unit or other equity award (including a net or cashless exercise of such option or warrant); (ix) Transfer Shares to the Company to cover tax withholding obligations of the Stockholder in connection with the vesting, settlement or exercise of any options, warrants, restricted stock units or other equity awards, as applicable, provided that the underlying Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; and (x) Transfer Shares to the Company pursuant to arrangements under which the Company has the option to repurchase such Shares; provided, further, that, with respect to any (i) through (vii) such transferee executes a written agreement, in form and substance reasonably acceptable to Parent, to assume all of such Stockholder’s obligations hereunder in respect of the Subject Shares subject to such Transfer and to be bound by the terms of this Agreement with respect to such Subject Shares; provided, further, that no filing under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such Transfer (other than filings made in respect of involuntary Transfers) (any such Transfer, a “Permitted Transfer”). Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Subject Shares shall occur (including, but not limited to, a sale by Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this Agreement, which shall continue in full force and effecteffect until valid termination of this Agreement. Any attempted Transfer of Notwithstanding anything in this Agreement to the contrary, until the Termination Date, Stockholder shall not, directly or indirectly, accept any tender offer or exchange offer that constitutes an Acquisition Proposal and shall not tender any Subject Shares into any such tender offer or any interest therein in violation of this Section 4.1 shall be null and void ab initioexchange offer.
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