Common use of Stop Transfer; Changes in Voting Shares Clause in Contracts

Stop Transfer; Changes in Voting Shares. (a) The Company Stockholder agrees with, and covenants to, Parent, HoldCo and Merger Sub that (i) this Agreement and the obligations hereunder shall attach to the Company 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, without limitation, the Company Stockholder’s successors or assigns and (ii) the Company 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 Company Stockholder’s Subject Shares, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares (whether or not in breach of this Agreement), the transferor shall remain liable for the performance of all of the obligations of the Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer. (b) The Company Stockholder hereby authorizes and instructs the Company or its counsel to notify the Company’s transfer agent that, from the date hereof until this Agreement is terminated and except in furtherance of the transactions contemplated by the Merger Agreement or the Offer, there is a stop transfer order with respect to all of the Subject Shares of the Company Stockholder (and that this Agreement places limits on the transfer of the Subject Shares until this Agreement is terminated); provided, however, that if this Agreement is terminated, the foregoing authorization and instruction shall be null and void and shall have no further force or effect.

Stop Transfer; Changes in Voting Shares. (a) The Company Stockholder agrees with, and covenants to, Parent, HoldCo and Merger Sub that (i) this Agreement and the obligations hereunder shall attach to the Company Stockholder’s Subject Shares, and shall be binding upon any person or entity to which legal or beneficial ownership shall shall, to the extent permissible by law, pass, whether by operation of law or otherwise, including, without limitation, the Company Stockholder’s successors or assigns and (ii) the Company 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 Company Stockholder’s Subject Shares, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares (whether or not in breach of this Agreement), the transferor shall remain liable for the performance of all of the obligations of the Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer. (b) The Company Stockholder hereby authorizes and instructs the Company or its counsel to notify the Company’s transfer agent that, from the date hereof until this Agreement is terminated and except in furtherance of the transactions contemplated by the Merger Agreement or the Offer, there is a stop transfer order with respect to all of the Subject Shares of the Company Stockholder (and that this Agreement places limits on the transfer of the Subject Shares until this Agreement is terminated); provided, however, that if this Agreement is terminated, the foregoing authorization and instruction shall be null and void and shall have no further force or effect.