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.
Appears in 11 contracts
Samples: Stock Tender and Voting Agreement (Main Street Acquisition CORP), Stock Tender and Voting Agreement (Antioco John F), Stock Tender and Voting Agreement (Main Street Acquisition CORP)
Stop Transfer; Changes in Subject Shares. Such The Stockholder agrees with, and covenants to, Parent and Purchaser that GeoEye that, until the termination of this Agreement in accordance with its terms, (ia) this Agreement and the obligations hereunder shall attach to such Stockholder’s 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, (ii) upon the request of Parent such Stockholder shall deliver certificates representing including, without limitation, the Stockholder’s Shares to be legended to the effect that such Shares are subject to this Agreement, successors or assigns and (iiib) such the Stockholder shall not request that the Company DigitalGlobe register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of such Stockholder’s its Subject Shares, unless such transfer is made in compliance with this Agreement or is otherwise contemplated or permitted by the Merger Agreement. Notwithstanding any Transfer of Subject Shares, the Stockholder transferring such Subject Shares shall remain liable for the performance of all of its obligations under this Agreement.
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Samples: Voting Agreement (GeoEye, Inc.)