Restriction on Transfer and Proxies; Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, the Stockholder shall not, and shall cause each of his, her or its Affiliates who Beneficially Own any of the Stockholder’s Shares not to, directly or indirectly, without the consent of OLB: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder’s Shares, or any interest therein; (ii) grant any proxies or powers of attorney, deposit any of Stockholder’s Shares into a voting trust or enter into a voting agreement with respect to any of Stockholder’s Shares; (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above; or (iv) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder’s obligations under this Agreement.
Appears in 3 contracts
Samples: Support Agreement (Old Line Bancshares Inc), Merger Agreement (WSB Holdings Inc), Merger Agreement (Old Line Bancshares Inc)
Restriction on Transfer and Proxies; Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, the Stockholder Shareholder shall not, and shall cause each of his, her or its his Affiliates who Beneficially Own any of the StockholderShareholder’s Shares not to, directly or indirectly, without the consent of OLBFBC: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the StockholderShareholder’s Shares, or any interest therein; , (ii) grant any proxies or powers of attorney, deposit any of StockholderShareholder’s Shares into a voting trust or enter into a voting agreement with respect to any of StockholderShareholder’s Shares; , (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above; above or (iv) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder Shareholder from performing the StockholderShareholder’s obligations under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Franklin Bank Corp), Agreement and Plan of Reorganization (Franklin Bank Corp)
Restriction on Transfer and Proxies; Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, the Stockholder Shareholder shall not, and shall cause each of his, her or its his Affiliates who Beneficially Own any of the Stockholder’s Shareholder's Shares not to, directly or indirectly, without the consent of OLBBUC: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder’s Shareholder's Shares, or any interest therein; , (ii) except as provided in this Agreement, grant any proxies or powers of attorney, deposit any of Stockholder’s Shareholder's Shares into a voting trust or enter into a voting agreement with respect to any of Stockholder’s Shareholder's Shares; , (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above; above or (iv) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder Shareholder from performing the Stockholder’s Shareholder's obligations under this Agreement.
Appears in 1 contract
Samples: Voting Agreement and Irrevocable Proxy (Bank United Corp)
Restriction on Transfer and Proxies; Non-Interference. From and after the date of this Agreement and ending as of the first to occur of the Effective Time or the Termination Date, the Stockholder shall not, and shall cause each of his, his or her or its Affiliates who Beneficially Own any of the Stockholder’s Shares not to, directly or indirectly, without the consent of OLBXxxxxxx: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder’s Shares, or any interest therein; (ii) grant any proxies or powers of attorney, deposit any of Stockholder’s Shares into a voting trust or enter into a voting agreement with respect to any of Stockholder’s Shares; (iii) enter into any agreement or arrangement providing for any of the actions described in clause (i) or (ii) above; or (iv) take any action that could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing the Stockholder’s obligations under this Agreement. Any transfer or other disposition in violation of the terms of this Section 4(c) shall be null and void.
Appears in 1 contract
Samples: Merger Agreement (Bay Bancorp, Inc.)