Transfer and Encumbrance. Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Shares or any New Shares (as defined below), except upon the consummation of the Merger pursuant to the Merger Agreement, or to make any offer or
Appears in 8 contracts
Samples: Merger Agreement (Pervasive Software Inc), Voting Agreement (Pervasive Software Inc), Voting Agreement (Pervasive Software Inc)
Transfer and Encumbrance. The Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of laworder), sell, exchange, pledge or otherwise dispose of or encumber any of the Shares or any New Shares (Shares, as defined in Section 1.2 below), except upon the consummation of the Merger pursuant to the Merger Agreement, or to make any offer oror agreement relating to any such action, at any time prior
Appears in 7 contracts
Samples: Voting Agreement (Coyote Sports Inc), Voting Agreement (Coyote Sports Inc), Voting Agreement (Coyote Sports Inc)
Transfer and Encumbrance. Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge (except in connection with a bona fide loan transaction, provided that any pledgee agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber the Shares or any New Shares (as defined below), except upon the consummation of the Merger pursuant in Section 1.2) prior to the Merger Agreement, or Expiration Date and to make any offer orbe subject to the
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Cardiometrics Inc), Agreement and Plan of Reorganization (Endosonics Corp), Voting Agreement (Endosonics Corp)
Transfer and Encumbrance. The Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of laworder), sell, exchange, pledge or otherwise dispose of or encumber the Shares or any New Shares (as defined below), except upon the consummation of the Merger pursuant to the Merger Agreement, or to make any offer orotherwise
Appears in 3 contracts
Samples: Voting Agreement (Coyote Sports Inc), Voting Agreement (Coyote Sports Inc), Voting Agreement (Coyote Sports Inc)
Transfer and Encumbrance. Each Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of law)transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber the any of such Stockholder's Shares or any New Shares (as defined below), except upon the consummation of the Merger pursuant to the Merger Agreement, or to make any offer orShares.
Appears in 1 contract
Transfer and Encumbrance. Stockholder hereby agrees not to transfer (except as may be specifically required by court order or by operation of law)transfer, sell, exchange, pledge offer or otherwise dispose of or encumber any of the Shares during the term of this Agreement; provided, however, that Stockholder may transfer or sell all or any New Shares (as defined below), except upon the consummation portion of the Merger pursuant Shares to any person or entity who executes a copy of and agrees to be bound by a new agreement substantially the Merger same as this Agreement, or to make any offer or.
Appears in 1 contract
Samples: Stockholder Voting Agreement (Ensys Environmental Products Inc /De/)
Transfer and Encumbrance. The Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of laworder), sell, exchange, pledge or otherwise dispose of or encumber any of the Shares or any New Shares (as defined in Section 2.2 below), grant any proxies (except upon the consummation of the Merger pursuant proxy referred to in Section 3(b)) with respect to the Merger AgreementShares or any New Shares), or to make any offer oror agreement relating thereto, at any time prior to the Expiration Date.
Appears in 1 contract
Samples: Stockholder Agreement (Toro Co)
Transfer and Encumbrance. The Stockholder agrees not to transfer (except as may be specifically required by court order or by operation of laworder), sell, exchange, pledge or otherwise dispose of or encumber any of the Shares or any New Shares (Shares, as defined in Section 1.2 below), except upon the consummation of the Merger pursuant to the Merger Agreement, or to make any offer oror agreement relating to any such action, at any time prior to
Appears in 1 contract
Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, Stockholder agrees not to transfer (except pursuant to the Merger Agreement or as may be specifically otherwise required by law or court order or by operation of laworder), sell, offer, exchange, pledge or otherwise dispose of or encumber any of the Stockholder Shares or any New Shares (as defined below), except upon the consummation of the Merger pursuant to the Merger Agreement, or to make any offer orShares.
Appears in 1 contract
Transfer and Encumbrance. Stockholder agrees not to transfer ------------------------ (except as may be specifically required by court order or by operation of laworder), sell, exchange, pledge or otherwise dispose of or encumber any of the Shares or any New Shares (as defined in Section 1.2 below), except upon the consummation of the Merger pursuant to the Merger Agreement, or to make any offer orTrustee certificates evidencing
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Splash Technology Holdings Inc)
Transfer and Encumbrance. Stockholder agrees not to transfer ------------------------ (except as may be specifically required by court order or by operation of laworder), sell, exchange, pledge or otherwise dispose of or encumber any of the Shares or any New Shares (as defined in Section 1.2 below), except upon the consummation of the Merger pursuant to the Merger Agreement, or to make any offer oror agreement relating thereto, at any time
Appears in 1 contract
Samples: Voting Agreement (Quantum Corp /De/)