Stop Transfer; Changes in Voting Shares. Each Company Stockholder agrees with, and covenants to, Parent and Merger Sub that (i) this Agreement and the obligations hereunder shall attach to such Company Stockholder’s Voting Shares, Subject Options and Subject Units 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 Stockholder’s successors or assigns and (ii) such 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 Voting Shares, Subject Options or Subject Units, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Voting Shares, Subject Options or Subject Units, 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.
Appears in 6 contracts
Samples: Tender and Voting Agreement (International Coal Group, Inc.), Tender and Voting Agreement (Arch Coal Inc), Tender and Voting Agreement (International Coal Group, Inc.)
Stop Transfer; Changes in Voting Shares. Each Company Stockholder agrees with, and covenants to, Parent and Merger Acquisition Sub that (i) this Agreement and the obligations hereunder shall attach to such Company Stockholder’s Voting Shares, Shares and Subject Options and Subject Units 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 Stockholder’s successors or assigns and (ii) such 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 Voting Shares, Subject Options Shares or Subject UnitsOptions, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Voting Shares, Subject Options Shares or Subject UnitsOptions, 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.
Appears in 4 contracts
Samples: Tender and Voting Agreement (3PAR Inc.), Tender and Voting Agreement (Hewlett Packard Co), Tender and Voting Agreement (Dell Inc)
Stop Transfer; Changes in Voting Shares. Each Company Stockholder agrees with, and covenants to, Parent and Merger Acquisition Sub that (i) this Agreement and the obligations hereunder shall attach to such Company Stockholder’s Voting Shares, Shares and Subject Options and Subject Units 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 Stockholder’s successors or assigns and (ii) such 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 Voting Shares, Subject Options Shares or Subject UnitsOptions, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Voting Shares, Subject Options Shares or Subject UnitsOptions, the transferor shall remain liable for the performance of all of the obligations of the applicable Company 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 (Emc Corp), Tender and Voting Agreement (Isilon Systems, Inc.)