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.
Appears in 8 contracts
Samples: Voting and Support Agreement (Apollo Education Group Inc), Voting and Support Agreement (Apollo Education Group Inc), Voting and Support Agreement (Apollo Education Group Inc)
Stop Transfer; Changes in Subject Shares. Such Shareholder hereby Stockholder agrees with, and covenants to, Parent and Merger Subsidiary that (a) this Agreement and the obligations hereunder shall attach to its Stockholder’s 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 including, without limitation, Stockholder’s successors or assigns and (b) other than as permitted by this Agreement, such Shareholder Stockholder shall not request that the Company register the transfer Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of its Stockholder’s Subject Shares, unless such Transfer is made in compliance with this Agreement. Notwithstanding any TransferTransfer of Subject Shares, such Shareholder the transferor shall remain liable for the performance of all of its the obligations of Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.
Appears in 2 contracts
Samples: Tender and Voting Agreement (Pappajohn John), Tender and Voting Agreement (Conmed Healthcare Management, Inc.)