Prohibition on Transfers, Other Actions. Stockholder hereby agrees that it shall not: (a) Transfer any of the Covered Common Stock, beneficial ownership thereof or any other interest therein; (b) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (c) take any action that could restrict or otherwise affect Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement.
Appears in 2 contracts
Samples: Stockholder Support and Voting Agreement (ARBINET Corp), Stockholder Support and Voting Agreement (Primus Telecommunications Group Inc)
Prohibition on Transfers, Other Actions. Stockholder hereby agrees that it shall not: not to (ai) Transfer any of the Covered Common StockShares, beneficial ownership Beneficial Ownership thereof or any other interest therein; (bii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, Stockholder’s 's representations, warranties, covenants and obligations under this Agreement; or (ciii) take any action that could restrict or otherwise affect Stockholder’s 's legal power, authority and right to comply with and perform his or its covenants and obligations under this Agreement; or (iv) permit the Covered Shares to become subject to any Lien. Any Transfer in violation of this provision shall be null and void.
Appears in 2 contracts
Samples: Voting Agreement (Markwest Hydrocarbon Inc), Voting Agreement (Markwest Energy Partners L P)
Prohibition on Transfers, Other Actions. Each Stockholder hereby agrees that it shall not: not to (ai) Transfer any of the such Stockholder’s Covered Common StockShares, beneficial Beneficial Ownership or record ownership thereof or any other interest thereintherein unless such Transfer is a Permitted Transfer; (bii) enter into any agreement, arrangement or understandingunderstanding with any Person, or take any other action, that violates or conflicts with or would could reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (ciii) take any action that could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Each Stockholder agrees that any Transfer in violation of this provision shall be void and of no force or effect.
Appears in 2 contracts
Samples: Voting Agreement (Schwab Charles Corp), Voting Agreement (optionsXpress Holdings, Inc.)
Prohibition on Transfers, Other Actions. During the term of this Agreement, each Stockholder hereby agrees that it shall not: not to (ai) Transfer any of the Covered Common StockShares, beneficial ownership Beneficial Ownership thereof or any other interest therein; therein (bincluding by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer, (ii) subject to Section 4.03(b) below, enter into any agreement, arrangement or understandingunderstanding with any Person (other than Parent or Merger Sub), or knowingly take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, the Stockholder’s representations, warranties, covenants and obligations under this Agreement; , or (ciii) knowingly take any action that could would restrict or otherwise affect the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio.
Appears in 1 contract
Samples: Voting Agreement (Edgen Group Inc.)