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Common use of No Transfers; No Inconsistent Arrangements Clause in Contracts

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of such Stockholder’s Subject Shares or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any lien that would prevent such Stockholder from tendering his or its Subject Shares in accordance with this Agreement or from complying with his or its other obligations under this Agreement, other than any restrictions imposed by applicable Law or pursuant to this Agreement, on any such Subject Shares, (ii) enter into any contracts inconsistent with the terms hereof with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares relating to the subject matter hereof, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of his or its obligations hereunder or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Omrix Biopharmaceuticals, Inc.), Tender and Support Agreement (Johnson & Johnson)

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, such Stockholder Shareholder shall not, directly or indirectly, (ia) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of such StockholderShareholder’s Subject Shares or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any lien that would prevent such Stockholder Shareholder from tendering his or its Subject Shares in accordance with this Agreement or from complying with his or its other obligations under this Agreement, other than any restrictions imposed by applicable Law or pursuant to this Agreement, on any such Subject Shares, (iib) enter into any contracts inconsistent with the terms hereof with respect to any transfer of such Subject Shares or any interest therein, (iiic) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares relating to the subject matter hereof, (ivd) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, Shares or (ve) take or permit any other action that would in any way restrict, limit or interfere with the performance of his or its obligations hereunder or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Titanium Asset Management Corp), Tender and Support Agreement (Coleman Cable, Inc.)

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, such Stockholder shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of such Stockholder’s 's Subject Shares or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any lien Lien that would prevent such Stockholder from tendering his or its Subject Shares in accordance with this Agreement or from complying with his or its other obligations under this Agreement, other than any restrictions imposed by applicable Law or pursuant to this Agreement, on any such Subject Shares, (ii) enter into any contracts inconsistent with the terms hereof with respect to any transfer of such Subject Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject Shares relating to the subject matter hereof, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject Shares, or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of his or its obligations hereunder or the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (Wexford Capital Lp)

No Transfers; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, such Stockholder I shall not, directly or indirectly, (i) transfer (which term shall include any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to or permit any such transfer of, any or all of such Stockholder’s Subject the Shares or any interest therein (except where the transferee or third party agrees in writing to be bound by the terms hereof), or create or permit to exist any lien that would prevent such Stockholder me from tendering his or its Subject the Shares in accordance with this Agreement irrevocable undertaking or from complying with his or its other obligations under this Agreementirrevocable undertaking, other than any restrictions imposed by applicable Applicable Law or pursuant to this Agreementirrevocable undertaking, on any such Subject Shares, (ii) enter into any contracts inconsistent with the terms hereof with respect to any transfer of such Subject the Shares or any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or other authorization in or with respect to such Subject the Shares relating to the subject matter hereof, (iv) deposit or permit the deposit of such Subject the Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Subject the Shares, or (v) take or permit any other action that would in any way restrict, limit or interfere with the performance of his or its my obligations hereunder or the transactions contemplated hereby.

Appears in 1 contract

Samples: Irrevocable Undertaking (Johnson & Johnson)