Common use of Transfer and Encumbrance Clause in Contracts

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)

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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

Samples: Voting Agreement (Learning Care Group, Inc)

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)

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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

Samples: Voting Agreement (Paragon Coyote Texas LTD)

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

Samples: Voting Agreement (EPIX Pharmaceuticals, 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 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/)

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