Stop Transfer; Changes in Subject Shares. The Stockholder hereby agrees with, and covenants to, CPT and Parent that (a) this Agreement and the obligations hereunder shall attach to the Subject Shares and shall be binding upon any Person or entity to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including its successors or assigns; and (b) such Stockholder shall not request that Inuvo register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of its Subject Shares. In the event of a stock split, stock dividend or distribution, or any change in Company Shares by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of Company Shares or the like, the terms “Existing Shares” and “Subject Shares” shall be deemed to refer to and include such Company Shares as well as all such stock splits, dividends and distributions and any securities into which or for which any or all of such Company Shares may be converted, changed or exchanged or which are otherwise received in such transaction.
Stop Transfer; Changes in Subject Shares. Such Stockholder agrees with, and covenants to, Parent and Purchaser that (i) this Agreement and the obligations hereunder shall attach to such Stockholder’s Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, (ii) upon the request of Parent such Stockholder shall deliver certificates representing the Stockholder’s Shares to be legended to the effect that such Shares are subject to this Agreement, and (iii) such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of such Stockholder’s Shares, unless such transfer is made in compliance with this Agreement.
Stop Transfer; Changes in Subject Shares. Such Shareholder hereby agrees with, and covenants to, Parent that (a) this Agreement and the obligations hereunder shall attach to its Subject Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including its successors or assigns and (b) other than as permitted by this Agreement, such Shareholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of its Subject Shares. Notwithstanding any Transfer, such Shareholder shall remain liable for the performance of all of its obligations under this Agreement.
Stop Transfer; Changes in Subject Shares. Each Company Shareholder agrees with, and covenants to, Parent and Merger Sub that (a) this Agreement and the obligations hereunder shall attach to such Company Shareholder’s Subject Shares and Subject Options and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, such Company Shareholder’s successors or assigns and (b) such Company Shareholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company Shareholder’s Subject Shares or Subject Options, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares or Subject Options, the transferor shall remain liable for the performance of all of the obligations of the applicable Company Shareholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.
Stop Transfer; Changes in Subject Shares. The Stockholder agrees with, and covenants to, DigitalGlobe that (a) this Agreement and the obligations hereunder shall attach to the Subject Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, the Stockholder’s heirs, successors or assigns and (b) the Stockholder shall not request that GeoEye register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Subject Shares, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares, the Stockholder shall remain liable for the performance of all of its obligations under this Agreement.
Stop Transfer; Changes in Subject Shares. (a) The Stockholder hereby agrees with, and covenants to, Parent that (i) this Agreement and the obligations hereunder shall attach to the RLJ Securities and shall be binding upon any Person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including its successors or assigns; and (ii) other than as permitted by this Agreement, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the RLJ Securities. Notwithstanding any Transfer, the Stockholder shall remain liable for the performance of all of its obligations under this Agreement.
(b) The Company hereby acknowledges the restrictions on Transfers of the RLJ Securities contained in Section 2. The Company agrees not to register the Transfer of any certificate or uncertificated interest representing any RLJ Security unless such Transfer is made in compliance with this Agreement.
Stop Transfer; Changes in Subject Shares. Such Security Holder agrees with, and covenants to, the Company, Parent and Merger Sub that (i) this Agreement and the obligations hereunder shall attach to such Security Holder’s Convertible Instruments (and, upon conversion or exercise, as applicable, of such Convertible Instruments, any or all of such Security Holder’s Common Stock) and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, and (ii) such Security Holder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of such Security Holder’s Convertible Instruments (and, upon conversion or exercise, as applicable, of such Convertible Instruments, any or all of such Security Holder’s Common Stock), unless such transfer is made in compliance with this Agreement.
Stop Transfer; Changes in Subject Shares. Such Shareholder agrees ---------------------------------------- with, and covenants to, Acquiror that such Shareholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Securities or any Included Option or Excluded Option, unless such transfer is made in compliance with this Agreement or the Merger Agreement. In the event of a stock dividend or distribution, or any change in any class of capital stock of the Company by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Securities" shall be deemed to refer to and include the Securities as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged.
Stop Transfer; Changes in Subject Shares. Such Principal Stockholder agrees with, and covenants to, S&W and SWAC I that (i) this Agreement and the obligations hereunder shall attach to such Principal Stockholder’s Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise; (ii) upon the request of S&W, such Principal Stockholder shall deliver certificates representing such Principal Stockholder’s Shares to be legended to the effect that such Shares are subject to this Agreement; and (iii) such Principal Stockholder shall not request that USR register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of such Principal Stockholder’s Shares, unless such transfer is made in compliance with this Agreement.
Stop Transfer; Changes in Subject Shares. The Stockholder hereby agrees with, and covenants to, Xxxxxxx that (a) this Agreement and the obligations hereunder shall attach to the Subject Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including the successors or assigns and (b) the Stockholder shall not request that NetScout register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Subject Shares, unless such transfer is made in compliance with this Agreement.
