Common use of Transfer and Encumbrance of Shares Clause in Contracts

Transfer and Encumbrance of Shares. From the date of this Agreement until the earliest of (i) Company Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Stockholder Approval, a Company Change of Recommendation in accordance with Section 6.3(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Heat OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares to only one (1) Person.

Transfer and Encumbrance of Shares. (a) From the date of this Agreement until the earliest of (i) Company Parent Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Parent Stockholder Approval, a Company Parent Change of Recommendation in accordance with Section 6.3(e6.4(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases increases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, or (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat Pacers OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Heat Pacers OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto; provided, that Holder may Transfer Shares held by it or its controlled Affiliates after the date of this Agreement, in a single transaction, resulting in an aggregate amount of gross proceeds less than or equal to $350,000,000 so long as such Transfer is consummated after the record date relating to the Parent Stockholders Meeting. No Transfer of Shares pursuant to this Section 2.1(a) will relieve the Holder of its obligations pursuant to this Agreement, including for the avoidance of doubt Article III. (b) Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to Parentthe Company, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares and Pacers OpCo Membership Interests to only one (1) Person.

Transfer and Encumbrance of Shares. (a) From the date of this Agreement until the earliest of (i) Company Parent Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Parent Stockholder Approval, a Company Parent Change of Recommendation in accordance with Section 6.3(e6.4(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases increases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, or (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Heat OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. . (b) Notwithstanding Section 2.1(a), the Holders may Transfer any Shares to any Person that is a party to an agreement with the Company with substantially similar terms as this Agreement. (c) Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to Parentthe Company, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares to only one (1) Person.

Transfer and Encumbrance of Shares. (a) From the date of this Agreement until the earliest of (i) Company Parent Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Parent Stockholder Approval, a Company Parent Change of Recommendation in accordance with Section 6.3(e6.4(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases increases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, or (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat Pacers OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Heat Pacers OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. . (b) Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to Parentthe Company, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares and Pacers OpCo Membership Interests to only one (1) Person.

Transfer and Encumbrance of Shares. (a) From the date of this Agreement until the earliest of (i) Company Parent Stockholder Approval being obtained, (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Parent Stockholder Approval, a Company Parent Change of Recommendation in accordance with Section 6.3(e6.4(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases increases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, or (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat Pacers OpCo Membership Interests Beneficially Owned by such Holder as of the date of this Agreement, (x) Transfer any such Shares or Heat Pacers OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. . (b) Notwithstanding Section 2.1(a), the Holders may Transfer any Shares to any Person that is a party to an agreement with the Company with substantially similar terms as this Agreement. (c) Notwithstanding the foregoing, this Section 2.1 shall not prohibit (i) direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer of any Shares by any Holder to any of its Affiliates; provided, that a such Transfer described in this clause (ii) shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to Parentthe Company, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares and Pacers OpCo Membership Interests to only one (1) Person.

Transfer and Encumbrance of Shares. (a) From the date of this Agreement until the earliest of (i) Company Liberty Parent Stockholder Approval being obtained, (ii) the termination of the Merger Master Transaction Agreement pursuant to and in compliance with the terms thereof, thereof and (iii) if at any time prior to receipt of Company Stockholder ApprovalMarch 31, a Company Change of Recommendation in accordance with Section 6.3(e) of the Merger Agreement occurs2021, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat OpCo Membership Interests Beneficially Owned by such Holder as of the date of this AgreementHolder, (xA) Transfer any such Shares or Heat OpCo Membership Interests or (yB) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. . (b) Notwithstanding the foregoingSection 2.1(a), this Section 2.1 shall not prohibit (i) Holder may: (A) Transfer any Shares to any Person who (1) is a party to an agreement with each of the Sellers with substantially similar terms as this Agreement or (2) as a condition to such Transfer, agrees in a writing, reasonably satisfactory in form and substance to the Sellers, to be bound by this Agreement, and delivers a copy of such executed written agreement to each Seller and the Company prior to the consummation of such transfer or (B) Transfer any Shares with the prior written consent of each Seller and the Company and (ii) any Transfer of Shares to the Company in satisfaction of a tax liability incident to the vesting of any Liberty Parent RSUs or Liberty Parent PSUs is expressly permitted hereby. (c) Nothing in this Agreement shall prohibit direct or indirect Transfers of capital stock or other interests in any Holder or (ii) a Transfer transfers of any Shares by any Holder to any an Affiliate of its AffiliatesHolder; provided, that a Transfer described in this clause (ii) sentence shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to Parentthe Sellers, to be bound by all of the terms of this Agreement. (d) Other than Shares Transferred in accordance with Section 2.1(b)(i)(A)(1) or (2) or Section 2.1(c), any Shares that are Transferred in accordance with this Section 2.1 shall not be subject to the terms and conditions of this Agreement following such Transfer, and (B) upon such Transfer the proxy granted by Holder Transfers all, but not less than all, of its in Article III with respect to such Shares to only one (1) Personshall be automatically revoked.

Transfer and Encumbrance of Shares. (a) From the date of this Agreement until the earliest earlier of (i) Company Parent Stockholder Approval being obtained, obtained and (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Stockholder Approval, a Company Change of Recommendation in accordance with Section 6.3(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto thereof (such earliest earlier date, the “Termination Date”), each the Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat OpCo Membership Interests Beneficially Owned by such Holder as of the date of this AgreementHolder, (x) Transfer any such Shares or Heat OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. (b) Notwithstanding Section 2.1(a), the Holder may: (A) Transfer any Shares to any Person that as a condition to such Transfer, agrees in a writing, reasonably satisfactory in form and substance to Newtek, to be bound by this Agreement (or an agreement with substantially similar terms as this Agreement), and delivers a copy of such executed written agreement to Newtek and the Parent prior to the consummation of such Transfer, (B) Transfer any Shares with the prior written consent of Newtek and the Parent and/or (C) Transfer any Shares pursuant to, and in compliance with, a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act and is in effect (without amendment or modification) as of the date hereof. Notwithstanding Any Shares that are Transferred pursuant to clauses (B)-(C) in the foregoing, this Section 2.1 immediately preceding sentence shall not prohibit be subject to the terms and conditions of this Agreement following such Transfer, and upon such Transfer, the proxy granted by the Holder in Article III with respect to such Shares shall be automatically revoked. (c) Nothing in this Agreement shall restrict (i) direct or indirect Transfers of capital stock equity or other interests in any Holder (it being understood that such Holder shall remain bound by this Agreement) or (ii) a Transfer Transfers of any Shares by any Holder to any an Affiliate of its Affiliatessuch Holder; provided, that a Transfer described in this clause (ii) of this sentence shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to ParentNewtek, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares to only one (1) PersonAgreement.

Transfer and Encumbrance of Shares. (a) From the date of this Agreement until the earliest of (i) Company Parent Stockholder Approval being obtained, (ii) the termination of the Merger Business Combination Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Stockholder Approval, a Company Change of Recommendation in accordance with Section 6.3(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Business Combination Agreement effected without such Holder’s consent that decreases reduces the amount or changes the form of Merger Consideration payable economic benefits to all Holders contemplated thereby as of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), hereof or (viiv) the termination of this Agreement by the written consent of the parties hereto (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat OpCo Membership Interests Beneficially Owned by such Holder as of the date of this AgreementHolder, (x) Transfer any such Shares or Heat OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. . (b) Notwithstanding Section 2.1(a), Holders may: (A) Transfer any Shares to any Person that (1) is a party to an agreement with the foregoingCompany with substantially similar terms as this Agreement or (2) as a condition to such Transfer, agrees in a writing, reasonably satisfactory in form and substance to the Company, to be bound by this Section 2.1 Agreement, and delivers a copy of such executed written agreement to the Company and Parent prior to the consummation of such transfer and/or (B) Transfer any Shares with the prior written consent of the Company and Parent. (c) Nothing in this Agreement shall not prohibit restrict (i) direct or indirect Transfers of capital stock equity or other interests in any Holder (it being understood that such Holder shall remain bound by this Agreement) or (ii) a Transfer Transfers of any Shares by any Holder to any an Affiliate of its Affiliatessuch Holder; provided, that a Transfer described in this clause (ii) of this sentence shall be permitted only if, as a precondition condition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to the Company and Parent, to be bound by all of the terms of this Agreement. (d) Other than Shares Transferred in accordance with Section 2.1(b)(A)(1) or (2) or Section 2.1(c)(ii) or with respect to direct or indirect Transfers of equity or other interests in any Holder pursuant to Section 2.1(c)(i), any Shares that are Transferred in accordance with this Section 2.1 shall not be subject to the terms and conditions of this Agreement following such Transfer, and (B) upon such Transfer the proxy granted by Holder Transfers all, but not less than all, of its in Article III with respect to such Shares to only one (1) Personshall be automatically revoked.

Transfer and Encumbrance of Shares. (a) From the date of this Agreement until the earliest of (i) Company Liberty Parent Stockholder Approval being obtained, (ii) the termination of the Merger Master Transaction Agreement pursuant to and in compliance with the terms thereof, thereof and (iii) if at any time prior to receipt of Company Stockholder ApprovalMarch 31, a Company Change of Recommendation in accordance with Section 6.3(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto 2021 (such earliest date, the “Termination Date”), each Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat OpCo Membership Interests Beneficially Owned by such Holder as of the date of this AgreementHolder, (x) Transfer any such Shares or Heat OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. . (b) Notwithstanding Section 2.1(a), Holders may: (A) Transfer any Shares to any Person that (1) is a party to an agreement with each of the foregoingSellers with substantially similar terms as this Agreement or (2) as a condition to such Transfer, agrees in a writing, reasonably satisfactory in form and substance to the Sellers, to be bound by this Section 2.1 Agreement, and delivers a copy of such executed written agreement to each Seller and the Company prior to the consummation of such transfer, (B) Transfer any Shares with the prior written consent of each Seller and the Company and/or (C) Transfer Shares to the extent permitted by Rule 144 of the Securities Act of 1933, as amended, and subject to the volume limitations included therein. (c) Nothing in this Agreement shall not prohibit restrict (i) direct or indirect Transfers of capital stock equity or other interests in any Holder (it being understood that such Holder shall remain bound by this Agreement) or (ii) a Transfer Transfers of any Shares by any Holder to any an Affiliate of its Affiliatessuch Holder; provided, that a Transfer described in this clause (ii) of this sentence shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to Parentthe Sellers, to be bound by all of the terms of this Agreement. (d) Other than Shares Transferred in accordance with Section 2.1(b)(A)(1) or (2) or Section 2.1(c)(ii) or with respect to direct or indirect Transfers of equity or other interests in any Holder pursuant to Section 2.1(c)(i), any Shares that are Transferred in accordance with this Section 2.1 shall not be subject to the terms and conditions of this Agreement following such Transfer, and (B) upon such Transfer the proxy granted by Holder Transfers all, but not less than all, of its in Article III with respect to such Shares to only one (1) Personshall be automatically revoked.

Transfer and Encumbrance of Shares. (a) From the date of this Agreement until the earliest earlier of (i) Company Parent Stockholder Approval being obtained, obtained and (ii) the termination of the Merger Agreement pursuant to and in compliance with the terms thereof, (iii) if at any time prior to receipt of Company Stockholder Approval, a Company Change of Recommendation in accordance with Section 6.3(e) of the Merger Agreement occurs, (iv) as to a Holder, the date of any modification, waiver or amendment to the Merger Agreement effected without such Holder’s consent that decreases the amount or changes the form of Merger Consideration payable to all of the holders of shares of Company Common Stock and Heat OpCo Membership Interests pursuant to the terms of the Merger Agreement as in effect on the date of this Agreement, (v) any breach of the representations and warranties of Parent set forth in Section 5.2(c), or (vi) the termination of this Agreement by the written consent of the parties hereto thereof (such earliest earlier date, the “Termination Date”), each the Holder shall not, with respect to any Shares Beneficially Owned by such Holder as of the date of this Agreement or to any class or series of Heat OpCo Membership Interests Beneficially Owned by such Holder as of the date of this AgreementHolder, (x) Transfer any such Shares or Heat OpCo Membership Interests or (y) deposit any such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy (except as otherwise provided herein) or power of attorney with respect thereto. (b) Notwithstanding Section 2.1(a), the Holder may: (A) Transfer any Shares to any Person that as a condition to such Transfer, agrees in a writing, reasonably satisfactory in form and substance to Newtek, to be bound by this Agreement (or an agreement with substantially similar terms as this Agreement), and delivers a copy of such executed written agreement to Newtek and the Parent prior to the consummation of such Transfer and/or (B) Transfer any Shares with the prior written consent of Newtek and the Parent. Notwithstanding Any Shares that are Transferred pursuant to clause (B) in the foregoing, this Section 2.1 immediately preceding sentence shall not prohibit be subject to the terms and conditions of this Agreement following such Transfer, and upon such Transfer, the proxy granted by the Holder in Article III with respect to such Shares shall be automatically revoked. (c) Nothing in this Agreement shall restrict (i) direct or indirect Transfers of capital stock equity or other interests in any Holder (it being understood that such Holder shall remain bound by this Agreement) or (ii) a Transfer Transfers of any Shares by any Holder to any an Affiliate of its Affiliatessuch Holder; provided, that a Transfer described in this clause (ii) of this sentence shall be permitted only if, as a precondition to such Transfer, (A) the transferee agrees in a writing, reasonably satisfactory in form and substance to ParentNewtek, to be bound by all of the terms of this Agreement and (B) the Holder Transfers all, but not less than all, of its Shares to only one (1) PersonAgreement.