Common use of Restrictions on Transfers of Shares Clause in Contracts

Restrictions on Transfers of Shares. 2.1 Restrictions on Transfer of Shares Prior to the Effective Time. (a) Prior to the Effective Time, the Stockholder hereby agrees not to take any of the following actions, except in accordance with subsection (b) of this Section 2.1 or as provided in the Reorganization Agreement: (i) tender any of the Shares or any securities convertible into or exchangeable or exercisable for the Shares to any person; (ii) sell, transfer, distribute, pledge, encumber, assign or otherwise dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of) any of the Shares or any securities convertible into or exchangeable or exercisable for the Shares; (iii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any of the Shares; (iv) enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with iPrint; (v) deposit any of the Shares into a voting trust or depositary facility or enter into a voting agreement or arrangement with respect to any Shares or grant any proxy with respect thereto, other than as contemplated hereby or the Reorganization Agreement; or (vi) enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares, any securities converti ble into or exchangeable or exercisable for shares of iPrint Common Stock or any other capital stock of iPrint or any interest in any of the foregoing with any person (any transaction referred to in clause (i), (ii), (iii), (iv), (v) or (vi) is hereinafter referred to as a "Transfer"). (b) Stockholder shall not request that iPrint or its transfer agent register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, and each Stockholder hereby consents to the entry of stop transfer instructions by iPrint of any Transfer of such Shares, unless such Transfer is made in compliance with this Agreement.

Appears in 4 contracts

Samples: Voting Agreement (Farros Royal), Voting Agreement (Iprint Com Inc), Voting Agreement (Iprint Com Inc)

AutoNDA by SimpleDocs

Restrictions on Transfers of Shares. 2.1 Restrictions on Transfer of Shares Prior to the Effective Time. (a) Prior to the Effective Time, the Stockholder Shareholder hereby agrees not to take any of the following actions, except in accordance with subsection (b) of this Section 2.1 or as provided in the Reorganization Agreement: (i) tender any of the Shares or any securities convertible into or exchangeable or exercisable for the Shares to any person; (ii) sell, transfer, distribute, pledge, encumber, assign or otherwise dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of) any of the Shares or any securities convertible into or exchangeable or exercisable for the Shares; (iii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any of the Shares; (iv) enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with iPrintWood; (v) deposit any of the Shares into a voting trust or depositary facility or enter into a voting agreement or arrangement with respect to any Shares or grant any proxy with respect thereto, thereto other than as contemplated hereby or the Reorganization Agreement; or (vi) enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares, any securities converti ble convertible into or exchangeable or exercisable for shares of iPrint Wood Common Stock or any other capital stock of iPrint Wood or any interest in any of the foregoing with any person (any transaction referred to in clause (i), (ii), (iii), (iv), (v) or (vi) is hereinafter referred to as a "Transfer"). (b) Stockholder Shareholder shall not request that iPrint Wood or its transfer agent register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, and each Stockholder Shareholder hereby consents to the entry of stop transfer instructions by iPrint Wood of any Transfer of such Shares, unless such Transfer is made in compliance with this AgreementAgreement .

Appears in 2 contracts

Samples: Voting Agreement (Iprint Com Inc), Voting Agreement (Iprint Com Inc)

Restrictions on Transfers of Shares. 2.1 Restrictions on Transfer of Shares Prior to the Effective Time. (a) Prior to the Effective Time, the Stockholder hereby agrees not to take any of the following actions, except in accordance with subsection (b) of this Section 2.1 2.01 or as provided in the Reorganization Merger Agreement: (i) tender any of the Stockholder's Shares or any securities convertible into or exchangeable or exercisable for the Stockholder's Shares to any person; (ii) sell, transfer, distribute, pledge, encumber, assign or otherwise dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of) any of the Stockholder's Shares or any securities convertible into or exchangeable or exercisable for the Stockholder's Shares; (iii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any of the Stockholder's Shares; (iv) enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with iPrintthe Company; (v) deposit any of the Stockholder's Shares into a voting trust or depositary facility or enter into a voting agreement or arrangement with respect to any Shares or grant any proxy with respect thereto, other than as contemplated hereby or the Reorganization Agreement; or (vi) enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the its Shares, any securities converti ble convertible into or exchangeable or exercisable for shares of iPrint Company Common Stock or any other capital stock of iPrint the Company or any interest in any of the foregoing with any person (any transaction referred to in clause (i), (ii), (iii), (iv), (v) or (vi) is hereinafter referred to as a "Transfer"). (b) Notwithstanding subsection (a) above, the Stockholder may take an action described in subsection (a) if (i) (x) Parent gives its prior written consent to such action or (y) the proposed transferee shall have executed a counterpart of this Voting Agreement and the Proxy and shall have agreed to hold such Shares or interest in such Shares subject to all of the terms and provisions of this Agreement. (c) No Stockholder shall not request that iPrint the Company or its transfer agent register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the such Stockholder's Shares, and each Stockholder hereby consents to the entry of stop transfer instructions by iPrint the Company of any Transfer of such Stockholder's Shares, unless such Transfer is made in compliance with this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Maxtor Corp)

Restrictions on Transfers of Shares. 2.1 Restrictions on Transfer of Shares Prior to the Effective Time. (a) Prior to the Effective Time, the Stockholder hereby agrees not to take any of the following actions, except in accordance with subsection (b) of this Section 2.1 or as provided in the Reorganization Merger Agreement: (i) tender any of the Stockholder's Shares or any securities convertible into or exchangeable or exercisable for the Stockholder's Shares to any person; (ii) sell, transfer, distribute, pledge, encumber, assign or otherwise dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of) any of the Stockholder's Shares or any securities convertible into or exchangeable or exercisable for the Stockholder's Shares; (iii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any of the Stockholder's Shares; (iv) enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with iPrintthe Company; (v) deposit any of the Stockholder's Shares into a voting trust or depositary facility or enter into a voting agreement or arrangement with respect to any Shares or grant any proxy with respect thereto, other than as contemplated hereby or the Reorganization Agreement; or (vi) enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the its Shares, any securities converti ble convertible into or exchangeable or exercisable for shares of iPrint Company Common Stock or any other capital stock of iPrint the Company or any interest in any of the foregoing with any person (any transaction referred to in clause (i), (ii), (iii), (iv), (v) or (vi) is hereinafter referred to as a "Transfer"). (b) Notwithstanding subsection (a) above, the Stockholder may take an action described in subsection (a) if (i) Parent gives its prior written consent to such action or (ii) the proposed transferee shall have executed a counterpart of this Voting Agreement and the Proxy and shall have agreed to hold such Shares or interest in such Shares subject to all of the terms and provisions of this Agreement. (c) No Stockholder shall not request that iPrint the Company or its transfer agent register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the such Stockholder's Shares, and each Stockholder hereby consents to the entry of stop transfer instructions by iPrint the Company of any Transfer of such Stockholder's Shares, unless such Transfer is made in compliance with this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Maxtor Corp)

AutoNDA by SimpleDocs

Restrictions on Transfers of Shares. 2.1 Restrictions on Transfer of Shares Prior to the Effective Time. (a) Prior to the Effective Time, the Stockholder hereby agrees not to take any of the following actions, except in accordance with subsection (b) of this Section 2.1 or as provided in the Reorganization Merger Agreement: (i) tender any of the Stockholder's Shares or any securities convertible into or exchangeable or exercisable for the Stockholder's Shares to any person; (ii) sell, transfer, distribute, pledge, encumber, assign or otherwise dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the disposition by any person at any time in the future of) any of the Stockholder's Shares or any securities convertible into or exchangeable or exercisable for the Stockholder's Shares; (iii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any of the Stockholder's Shares; (iv) enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with iPrintthe Parent; (v) deposit any of the Stockholder's Shares into a voting trust or depositary facility or enter into a voting agreement or arrangement with respect to any Shares or grant any proxy with respect thereto, other than as contemplated hereby or the Reorganization Agreement; or (vi) enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the its Shares, any securities converti ble convertible into or exchangeable or exercisable for shares of iPrint Parent Common Stock or any other capital stock of iPrint the Parent or any interest in any of the foregoing with any person (any transaction referred to in clause (i), (ii), (iii), (iv), (v) or (vi) is hereinafter referred to as a "Transfer"). (b) Stockholder shall not request that iPrint or its transfer agent register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, and each Stockholder hereby consents to the entry of stop transfer instructions by iPrint of any Transfer of such Shares, unless such Transfer is made in compliance with this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Maxtor Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!