Restriction on withdrawal. Such Stockholder shall not, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, the Offer and this Agreement, offer for sale, sell, transfer, tender, pledge, hypothecate, encumber, assign or otherwise dispose of (each such action, a "Disposition"), enforce or permit the execution of the provisions of any agreement with the Company whereby the Company may be obligated to repurchase, or enter into any other contract, option or other arrangement or understanding with respect to, or otherwise consent to a Disposition of any or all of such Stockholder's Shares, Stock Options or Option Shares or any interest therein; (ii) except as contemplated hereby, grant any proxies or powers of attorney, deposit any Shares, Stock Options or Option Shares into a voting trust or enter into a voting agreement with respect to any Shares, Stock Options or Option Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Agreement.
Appears in 2 contracts
Samples: Stockholders Agreement (Defiance Inc), Stockholders Agreement (General Chemical Group Inc)
Restriction on withdrawal. Such No Stockholder shall notshall, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, the Offer and this Agreement, offer for sale, sell, transfer, tender, pledge, hypothecate, encumber, assign or otherwise dispose of (each such actioncollectively, a "Disposition"), enforce or permit the execution of the provisions of any agreement with the Company whereby the Company may be obligated to repurchase, or enter into any other contract, option or other arrangement or understanding with respect to, or otherwise consent to a the Disposition of any or all of such Stockholder's Shares, Stock Options or Option Shares or any interest therein; (ii) except as contemplated hereby, grant any proxies or powers of attorney, deposit any Shares, Stock Options or Option Shares into a voting trust or enter into a voting agreement with respect to any Shares, Stock Options or Option Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Agreement.
Appears in 1 contract
Samples: Management Stockholders Agreement (Alibrandi Joseph F)
Restriction on withdrawal. Such No Stockholder shall notshall, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, the Offer and this Agreement, offer for sale, sell, transfer, tender, pledge, hypothecate, encumber, assign or otherwise dispose of (each such actioncollectively, a "Disposition"), enforce or permit the execution of the provisions of any agreement with the Company whereby the Company may be obligated to repurchase, or enter into any other contract, option or other arrangement or understanding with respect to, or otherwise consent to a the Disposition of any or all of such Stockholder's Shares, Stock Options or Option Shares or any interest therein; (ii) except as contemplated hereby, grant any proxies or powers of attorney, deposit any Shares, Stock Options or Option Shares into a voting trust or enter into a voting agreement with respect to any Shares, Stock Options or Option Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Agreement.such
Appears in 1 contract
Samples: Management Stockholders Agreement (Biowhittaker Inc)