Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder shall not, except in connection with the Merger, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer. (b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company Shareholder’s legal power, authority and right to vote any of the Shares. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company Shareholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunder. (c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 9 contracts
Samples: Voting and Support Agreement (Peak Resorts Inc), Voting and Support Agreement (Peak Resorts Inc), Voting and Support Agreement (Peak Resorts Inc)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, Transfer or permit a Transfer of any of the Shares, or enter into an agreement, commitment or other arrangement with respect thereto. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, neither Stockholder may Transfer any or all of the Shares (i) by will, or by operation of law, in which case this Section 2(aAgreement shall bind the transferee, or (ii) nor in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations, so long as the transferee, prior to such Transfer executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer).
(b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other provision person with the authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and Stockholder hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement. Each stock certificate evidencing Shares that is issued in the name of Stockholder on or after the date of this Agreement shall prohibit bear a Transfer legend indicating that such Shares are subject to the terms of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer and any transferee of the Shares evidenced by the stock certificate takes the Shares subject to an Affiliate, the Company Shareholder will promptly notify Parent in writing terms of such Transferthis Agreement.
(bc) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall each Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company Shareholdersuch Stockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, each Stockholder will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 8 contracts
Samples: Merger Agreement (On Semiconductor Corp), Voting Agreement (I2 Technologies Inc), Voting Agreement (Jda Software Group Inc)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Term:
(i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder shall not, except in connection with the Merger, not Transfer or permit suffer a Transfer of any of the Shares. Notwithstanding anything the immediately preceding sentence, the Shareholder may transfer Shares for bona fide estate planning purposes to his or her spouse, child (natural or adopted), or any other direct lineal descendant of the Shareholder (or his or her spouse) (all of the foregoing collectively referred to as "family members"), or to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Shareholder or any such family members, provided that, before any such Transfer permitted by this sentence, the transferee executes and delivers to the contrary in this Agreement, neither this Section 2(a) nor any other provision Parent a form of this Agreement providing that such transferee shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement same terms and conditions with respect to such Shares. In Shares that the event of a Transfer of the Shares Shareholder is bound by pursuant to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transferthis Agreement.
(bii) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall will not knowingly or intentionally commit any act that would could reasonably be expected to restrict or affect affect, or has the Company effect of restricting or affecting, Shareholder’s 's legal power, authority and right to vote all of the Shares then owned of record or beneficially by Shareholder or otherwise prevent or disable Shareholder from performing any of the Shareshis/hers/its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting person or affecting the Company entity restricting Shareholder’s 's legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a) hereof)) or perform the Company Shareholder’s obligations hereunder.
(ciii) In furtherance Shareholder understands and agrees that if Shareholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and Shareholder hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares, or (iii) record such vote, unless and until such Shareholder shall have complied with the terms of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 5 contracts
Samples: Shareholder Agreement (Costa Inc), Shareholder Agreement (Costa Inc), Shareholder Agreement (Costa Inc)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, Transfer or permit a Transfer of any of the Shares, or enter into an agreement, commitment or other arrangement with respect thereto. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, neither Stockholder may Transfer any or all of the Shares (i) by will, or by operation of law, in which case this Section 2(aAgreement shall bind the transferee, or (ii) nor in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations, so long as the transferee, prior to such Transfer executes a counterpart of this Agreement (with such modifications as the Company may reasonably request solely to reflect such transfer).
(b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other provision person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and Stockholder hereby unconditionally and irrevocably instructs Parent to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement. Each stock certificate evidencing Shares that is issued in the name of Stockholder on or after the date of this Agreement shall prohibit bear a Transfer legend indicating that such Shares are subject to the terms of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer and any transferee of the Shares evidenced by the stock certificate takes the Shares subject to an Affiliate, the Company Shareholder will promptly notify Parent in writing terms of such Transferthis Agreement.
(bc) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall each Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company Shareholdersuch Stockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, each Stockholder will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 4 contracts
Samples: Stockholder Voting Agreement (Amis Holdings Inc), Stockholder Voting Agreement (On Semiconductor Corp), Merger Agreement (Amis Holdings Inc)
Transfer and Voting Restrictions. The Stockholder covenants to Parent as follows:
(a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or otherwise required by order of a court of competent jurisdiction, prior to the Expiration Datejurisdiction or a Governmental Authority, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement, the Second Amended and Restated Voting Agreement of the Company, dated as of March 4, 2022 (the “Voting Agreement”) and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform execute and deliver the Company Shareholder’s obligations hereunderStockholder Written Consent.
(c) In furtherance of this Agreement, and concurrently herewithNotwithstanding anything else herein to the contrary, the Company Shareholder shallStockholder may, and hereby doesat any time, authorize Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Company Stockholder or the Companyinvestment adviser of the general partner of the Stockholder, or an entity under common control or management with such Stockholder (in each case, directly or indirectly), (iii) to any member of the Stockholder’s counsel to notify immediate family (or, if the Company’s transfer agent that there Stockholder is a stop transfer order with respect corporation, partnership or other entity, to all an immediate family member of a beneficial owner of the Shares held by the Stockholder), (iv) to any trust or other similar legal entity for as long as the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder) or otherwise for estate tax or estate planning purposes, (v) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents; provided, that in the cases of clauses (i)-(v), (x) such Transferred Shares shall continue to be bound by this Agreement,(y) the applicable direct transferee (if any) of such Transferred Shares shall have executed and delivered to Parent and the Company a support agreement substantially identical to this Agreement remains in effectupon consummation of the Transfer and (z) no such Transfer will necessitate the filing of a Form 4 reporting such Transfer or (vi) to the extent required by applicable Law.
Appears in 4 contracts
Samples: Company Stockholder Support Agreement (Redmile Group, LLC), Company Stockholder Support Agreement (Redmile Group, LLC), Merger Agreement (Neoleukin Therapeutics, Inc.)
Transfer and Voting Restrictions. The Stockholder covenants to Tyme and Syros as follows:
(a) At all times during During the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholdersas defined below), the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTyme Voting Proposals.
(c) In furtherance of this Agreement, and concurrently herewithNotwithstanding anything else herein to the contrary, the Company Shareholder shallStockholder may, and hereby doesat any time, authorize Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Company Stockholder, (iii) to any member of the Stockholder’s immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares for as long as shall continue to be bound by this Agreement remains in effectand (y) the applicable transferee shall have executed and delivered to Tyme and Syros a support agreement substantially identical to this Agreement upon consummation of such Transfer.
Appears in 3 contracts
Samples: Support Agreement (Syros Pharmaceuticals, Inc.), Support Agreement (Tyme Technologies, Inc.), Support Agreement (Syros Pharmaceuticals, Inc.)
Transfer and Voting Restrictions. The Stockholder covenants to the Company as follows:
(a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Shares. Notwithstanding anything Stockholder’s Shares or Pre-Funded Warrants, or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to Shares or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such TransferPre-Funded Warrants.
(b) Except as otherwise permitted by this Agreement or otherwise required by order of a court of competent jurisdiction, prior to the Expiration Datejurisdiction or a Governmental Authority, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderParent Stockholder Matters and against any competing proposals.
(c) In furtherance Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares or Pre-Funded Warrants (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder or the investment adviser of the general partner of the Stockholder, or an entity under common control or management with such Stockholder (in each case, directly or indirectly), (iii) to any member of the Stockholder’s immediate family (or, if the Stockholder is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares or Pre-Funded Warrants held by the Stockholder), (iv) to any trust or other similar legal entity for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares or Pre-Funded Warrants held by the Stockholder) or otherwise for estate tax or estate planning purposes, (v) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents; provided, that in the cases of clauses (i)-(v), (x) such Transferred Shares or Pre-Funded Warrants shall continue to be bound by this Agreement, (y) the applicable direct transferee (if any) of such Transferred Shares or Pre-Funded Warrants shall have executed and concurrently herewith, delivered to Parent and the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel a support agreement substantially identical to notify the Company’s transfer agent that there is a stop transfer order with respect to all this Agreement upon consummation of the Shares for as long as this Agreement remains in effectTransfer and (z) no such Transfer will necessitate the filing of a Form 4 reporting such Transfer or (vi) to the extent required by applicable Law.
Appears in 3 contracts
Samples: Parent Stockholder Support Agreement (Redmile Group, LLC), Parent Stockholder Support Agreement (Neoleukin Therapeutics, Inc.), Merger Agreement (Neoleukin Therapeutics, Inc.)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) the Expiration Dateas defined in Section 7), and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, Transfer or permit suffer a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall not prohibit a Transfer of the Shares by the Company Shareholder Stockholder (i) to any Person who is a family member of Stockholder (as the term “family member” is defined by Form S-8 promulgated under the Securities Act (or any successor or comparable form)), (ii) upon the death of Stockholder, (iii) pursuant to any written trading plan in effect on the date of this Agreement intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act, (iv) to an Affiliate of Stockholder, (v) that results from the withholding by the Company, or sale by Stockholder, to the extent necessary to cover Taxes incurred upon (1) the exercise and settlement of any Company SAR of Stockholder that otherwise would expire in accordance with its Affiliatesterms prior to the Expiration Date, or (2) the vesting of any Company RSU of Stockholder prior to the Expiration Date, or (vi) to any person or entity if and to the extent required by any non-consensual legal order, by divorce decree or similar Law; provided, that prior a Transfer referred to or simultaneous with in clauses (i), (ii) and (iv) of this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the obligations terms of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such TransferAgreement.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote any of the Shares. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a3)) or perform the Company Shareholder’s obligations hereunder.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, Stockholder shall and hereby does, does authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as during the time this Agreement remains is in effect. At the request of Parent, Stockholder shall cause to be provided to Parent evidence of such stop transfer order.
Appears in 3 contracts
Samples: Merger Agreement (Newport Corp), Merger Agreement (MKS Instruments Inc), Stockholder Agreement (Newport Corp)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Term:
(i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder shall not, except in connection with the Merger, not Transfer or permit suffer a Transfer of any of the Shares. Notwithstanding anything the immediately preceding sentence, the Shareholder may transfer Shares to an Affiliate of the Shareholder, provided that, before any such Transfer permitted by this sentence, the transferee executes and delivers to the contrary in this Agreement, neither this Section 2(a) nor any other provision Parent a form of this Agreement providing that such transferee shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement same terms and conditions with respect to such Shares. In Shares that the event of a Transfer of the Shares Shareholder is bound by pursuant to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transferthis Agreement.
(bii) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall will not knowingly or intentionally commit any act that would could reasonably be expected to restrict or affect affect, or has the Company effect of restricting or affecting, Shareholder’s 's legal power, authority and right to vote all of the Shares then owned of record or beneficially by Shareholder or otherwise prevent or disable Shareholder from performing any of the Shareshis/hers/its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting person or affecting the Company entity restricting Shareholder’s 's legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a) hereof)) or perform the Company Shareholder’s obligations hereunder.
(ciii) In furtherance Shareholder understands and agrees that if Shareholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and Shareholder hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares, or (iii) record such vote, unless and until such Shareholder shall have complied with the terms of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Shareholder Agreement (Costa Inc), Shareholder Agreement (Costa Inc)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, Transfer or permit a Transfer of any of the Shares, or enter into an agreement, commitment or other arrangement with respect thereto. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, neither Stockholder may Transfer any or all of the Shares (i) by will, or by operation of law, in which case this Section 2(aAgreement shall bind the transferee, (ii) nor in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations, or (iii) to any other provision Person, so long as, in the case of the foregoing clauses (i) and (ii), the transferee, prior to such Transfer executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer).
(b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other Person with the authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and Stockholder hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement. Each stock certificate evidencing Shares that is issued in the name of Stockholder on or after the date of this Agreement shall prohibit bear a Transfer legend indicating that such Shares are subject to the terms of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer and any transferee of the Shares evidenced by the stock certificate takes the Shares subject to an Affiliate, the Company Shareholder will promptly notify Parent in writing terms of such Transferthis Agreement.
(bc) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, Stockholder will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Voting Agreement (Nurx Pharmaceuticals, Inc.), Voting Agreement (Quantrx Biomedical Corp)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, Transfer or permit a Transfer of any of the Shares, or enter into an agreement, commitment or other arrangement with respect thereto. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, neither Stockholder may Transfer any or all of the Shares (i) by will, or by operation of law, in which case this Section 2(aAgreement shall bind the transferee, or (ii) nor in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations, or (iii) to any other provision Person, so long as, in the case of the foregoing clauses (ii) and (iii), the transferee, prior to such Transfer executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer).
(b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and Stockholder hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement. Each stock certificate evidencing Shares that is issued in the name of Stockholder on or after the date of this Agreement shall prohibit bear a Transfer legend indicating that such Shares are subject to the terms of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer and any transferee of the Shares evidenced by the stock certificate takes the Shares subject to an Affiliate, the Company Shareholder will promptly notify Parent in writing terms of such Transferthis Agreement.
(bc) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall each Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company Shareholdersuch Stockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, each Stockholder will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Voting Agreement (I2 Technologies Inc), Voting Agreement (Jda Software Group Inc)
Transfer and Voting Restrictions. The Stockholder covenants to Parent and the Company as follows:
(a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or otherwise permitted or required or by order of a court of competent jurisdiction, prior to the Expiration Datejurisdiction or a Governmental Entity, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderParent Stockholder Proposals and against any other Acquisition Proposals.
(c) In furtherance Except as otherwise permitted by this Agreement or otherwise permitted or required by order of this Agreement, and concurrently herewitha court of competent jurisdiction or a Governmental Entity, the Company Shareholder shallStockholder will not enter into any Contract, and hereby doesoption, authorize the Company commitment or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order other arrangement or understanding with respect to the direct or indirect Transfer of any right, title or interest (including any right or power to vote to which the holder thereof may be entitled whether such right or power is granted by proxy or otherwise) to any Shares or take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Shares or would otherwise prevent or disable such Stockholder from performing any of such Stockholder’s obligations under this Agreement.
(d) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder or the investment adviser or general partner of the Stockholder, or an entity under common control or management with the Stockholders (in each case, directly or indirectly), (iii) to any member of the Stockholder’s immediate family (or, if the Stockholder is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares held by the Stockholder), (iv) to any trust or other entity for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder) or otherwise for estate tax or estate planning purposes, (v) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents, (vi) with respect to such Stockholder’s Parent Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers of Shares to Parent (or effecting a “net exercise” of a Parent Option) as long payment for the (a) exercise price of such Stockholder’s Parent Options and (b) taxes applicable to the exercise of such Stockholder’s Parent Options, (vii) with respect to such Stockholder’s Parent Restricted Stock Units, (a) transfers for the net settlement of Stockholder’s Parent Restricted Stock Units settled in Shares (to pay any tax withholding obligations) or (b) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Units, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of the settlement, (viii) transfers to another holder of capital stock of Parent that has signed a support agreement that is reasonably acceptable to the Company, (ix) transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion; provided, that in the cases of clauses (i)-(ix), (1) such Transferred Shares shall continue to be bound by this Agreement remains and () the applicable direct transferee (if any) of such Transferred Shares shall have executed and delivered to Parent and the Company a support agreement substantially identical to this Agreement upon consummation of the Transfer, (x) purchased from the Company on or about the Closing Date but prior to the Closing (including any shares of the Company issued upon conversion of any pre-funded Company Warrants), or (xi) to the extent required by applicable Law.
(e) Notwithstanding anything to the contrary herein, nothing in effectthis Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Parent Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Aerovate Therapeutics, Inc.), Parent Stockholder Support Agreement (Aerovate Therapeutics, Inc.)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, Stockholder shall not, except as contemplated by the Offer or the Merger Agreement, Transfer any of the Shares, or discuss, negotiate, make an offer or enter into an agreement, commitment or other arrangement with respect thereto.
(b) The Stockholder hereby irrevocably instructs the Company to implement the voting and (ii) transfer restrictions with respect to the adoption Shares set forth in Section 7.10 of the Merger Agreement by (a true and correct copy of which Section 7.10 is attached hereto as Schedule A). The Stockholder understands and agrees that the the Company will instruct the Company’s shareholders, the Company Shareholder shall not, except transfer agent to put stop transfer orders in connection with the Merger, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by effect on all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of implement such Transferrestrictions.
(bc) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company ShareholderStockholder’s legal power, authority and right to tender into the Offer or vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the SharesStockholder’s obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, Stockholder will not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the adoption of the Merger Agreement and the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderMerger.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Stockholder Agreement (Targanta Therapeutics Corp.), Stockholder Agreement (Targanta Therapeutics Corp.)
Transfer and Voting Restrictions. The Stockholder covenants to the Parent as follows:
(a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or otherwise permitted or required or by order of a court of competent jurisdiction, prior to the Expiration Datejurisdiction or a Governmental Entity, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and the Amended and Restated Voting Agreement, October 13, 2023, by and among the Company, the investors named therein and the key holders named therein (as amended as of the Effective Time, the “Voting Agreement”), and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform execute and deliver the Company Shareholder’s obligations hereunderStockholder Approval.
(c) In furtherance Except as otherwise permitted by this Agreement or otherwise permitted or required by order of this Agreement, and concurrently herewitha court of competent jurisdiction or a Governmental Entity, the Company Shareholder shallStockholder will not enter into any Contract, and hereby doesoption, authorize the Company commitment or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order other arrangement or understanding with respect to the direct or indirect Transfer of any right, title or interest (including any right or power to vote to which the holder thereof may be entitled whether such right or power is granted by proxy or otherwise) to any Shares or take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Shares or would otherwise prevent or disable such Stockholder from performing any of such Stockholder’s obligations under this Agreement.
(d) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder or the investment adviser or general partner of the Stockholder, or an entity under common control or management with the Stockholders (in each case, directly or indirectly), (iii) to any member of the Stockholder’s immediate family (or, if the Stockholder is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares held by the Stockholder), (iv) to any trust or other entity for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder) or otherwise for estate tax or estate planning purposes, (v) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents, (vi) with respect to such Stockholder’s Company Options (and any Shares underlying such Company Options) which expire on or prior to the Expiration Date, Transfers of Shares to the Company (or effecting a “net exercise” of a Company Option) as long payment for the (a) exercise price of such Stockholder’s Company Options and (b) taxes applicable to the exercise of such Stockholder’s Company Options, (vii), with respect to such Stockholder’s Company Restricted Shares, (a) transfers for the net settlement of Stockholder’s Company Restricted Shares, settled into Company Common Shares (to pay any tax withholding obligations) or (b) transfers for receipt upon settlement of such Stockholder’s Company Restricted Shares, and the sale of a sufficient number of such Company Common Shares acquired upon settlement of such securities as would generate sale proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of the settlement, (viii) transfers to another holder of Company Capital Stock that has signed a support agreement that is reasonably acceptable to the Parent, (ix) transfers, sales or other dispositions as the Parent may otherwise agree in writing in its sole discretion; provided, that in the cases of clauses (i)-(ix), (a) such Transferred Shares shall continue to be bound by this Agreement remains in effectand (b) the applicable direct transferee (if any) of such Transferred Shares shall have executed and delivered to Parent and the Company a support agreement substantially identical to this Agreement upon consummation of the Transfer, or (x) to the extent required by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Allovir, Inc.), Company Stockholder Support Agreement (Allovir, Inc.)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Term:
i. Stockholder shall not, except in connection with the Merger, pursuant to the terms of any trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act that is in effect as of the date of this Agreement and set forth on Schedule A hereto or as permitted by the immediately following sentence, Transfer or permit suffer a Transfer of any of the Shares. Notwithstanding anything the immediately preceding sentence, the Stockholder may transfer Shares for bona fide estate planning purposes to his or her spouse, child (natural or adopted), or any other direct lineal descendant of the Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Stockholder or any such family members, provided that, before any such Transfer permitted by this sentence, the transferee executes and delivers to the contrary in this Agreement, neither this Section 2(a) nor any other provision Parent a form of this Agreement providing that such transferee shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement same terms and conditions with respect to such Shares. In Shares that the event of a Transfer of the Shares Stockholder is bound by pursuant to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transferthis Agreement.
(b) ii. Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would could reasonably be expected to restrict or affect affect, or has the Company Shareholdereffect of restricting or affecting, Stockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the Shareshis/hers/its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting person or affecting the Company Shareholderentity restricting Stockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a) hereof)) .
iii. Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or perform provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, the Company Shareholder’s obligations hereunder.
shall not, and Stockholder hereby unconditionally and irrevocably instructs the Company to not, (ci) In furtherance permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares, or (iii) record such vote, unless and until such Stockholder shall have complied with the terms of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Voting Agreement (Perkinelmer Inc), Voting Agreement (Caliper Life Sciences Inc)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except (i) in connection with the Merger, (ii) pursuant to a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act prior to the date of this Agreement or (iii) as the result of the death of Stockholder, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything , or enter into an agreement, commitment or understanding with respect thereto, unless each Person to the contrary which any of such Shares, or any interest in any of such Shares, is or may be Transferred shall have executed a voting agreement substantially identical to this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Credence shall not, and Stockholder hereby unconditionally and irrevocably instructs Credence to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement.
(c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company ShareholderStockholder’s legal power, authority and or right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the SharesStockholder’s obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, Stockholder will not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(abelow)) or perform the Company Shareholder’s obligations hereunder.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Stockholder Voting Agreement (LTX Corp), Stockholder Voting Agreement (Credence Systems Corp)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the MergerMerger or as the result of the death of Stockholder, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any or discuss, negotiate, make an offer or enter into an agreement, commitment or other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement arrangement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transferthereto.
(b) Except Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and Stockholder hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote unless and until Stockholder shall have complied with the terms of this Agreement.
(c) From and after the date hereof, except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company Shareholder’s his legal power, authority and right to vote all of the Shares then owned of record or beneficially by him or otherwise prevent or disable Stockholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the Company Shareholder shall notdate hereof, prior to the Expiration Date, Stockholder will not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a3 below)) or perform the Company Shareholder’s obligations hereunder.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Stockholder Voting Agreement (Bbac LLC), Stockholder Voting Agreement (Back Yard Burgers Inc)
Transfer and Voting Restrictions. The Stockholder covenants to the Company as follows:
(a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or otherwise permitted or required or by order of a court of competent jurisdiction, prior to the Expiration Datejurisdiction or a Governmental Entity, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderParent Stockholder Proposals and against any other Acquisition Proposals.
(c) In furtherance Except as otherwise permitted by this Agreement or otherwise permitted or required by order of this Agreement, and concurrently herewitha court of competent jurisdiction or a Governmental Entity, the Company Shareholder shallStockholder will not enter into any Contract, and hereby doesoption, authorize the Company commitment or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order other arrangement or understanding with respect to the direct or indirect Transfer of any right, title or interest (including any right or power to vote to which the holder thereof may be entitled whether such right or power is granted by proxy or otherwise) to any Shares or take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Shares or would otherwise prevent or disable such Stockholder from performing any of such Stockholder’s obligations under this Agreement.
(d) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder or the investment adviser or general partner of the Stockholder, or an entity under common control or management with the Stockholders (in each case, directly or indirectly), (iii) to any member of the Stockholder’s immediate family (or, if the Stockholder is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares held by the Stockholder), (iv) to any trust or other entity for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder) or otherwise for estate tax or estate planning purposes, (v) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents, (vi) with respect to such Stockholder’s Parent Options (and any Shares underlying such Parent Options) which expire on or prior to the Expiration Date, Transfers of Shares to Parent (or effecting a “net exercise” of a Parent Option) as long payment for the (a) exercise price of such Stockholder’s Parent Options and (b) taxes applicable to the exercise of such Stockholder’s Parent Options, (vii) with respect to such Stockholder’s Parent Restricted Stock Unit Awards, (a) transfers for the net settlement of Stockholder’s Parent Restricted Stock Unit Awards settled in Shares (to pay any tax withholding obligations) or (b) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Unit Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of the settlement, (viii) with respect to such Stockholder’s Parent Restricted Stock Awards, (a) transfers for the net settlement of Stockholder’s Parent Restricted Stock Awards settled in Shares (to pay any tax withholding obligations) or (b) transfers for receipt upon settlement of such Stockholder’s Parent Restricted Stock Awards, and the sale of a sufficient number of such Shares acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate taxes payable by such Stockholder as a result of the settlement, (ix) transfers to another holder of capital stock of Parent that has signed a support agreement that is reasonably acceptable to the Company, (x) transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion; provided, that in the cases of clauses (i)-(x), (a) such Transferred Shares shall continue to be bound by this Agreement remains in effectand (b) the applicable direct transferee (if any) of such Transferred Shares shall have executed and delivered to Parent and the Company a support agreement substantially identical to this Agreement upon consummation of the Transfer, or (xi) to the extent required by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Allovir, Inc.), Parent Stockholder Support Agreement (Allovir, Inc.)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) the Expiration Dateas defined in Section 13 hereof), and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, Transfer or permit suffer a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a) hereof)) or perform the Company Shareholder’s obligations hereunder.
(c) In furtherance Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other person or entity with the authority to vote any of the Shares other than in compliance with this Agreement, and concurrently Parent may advise the Company of the existence of this Agreement to avoid noncompliance herewith, and further Stockholder hereby unconditionally and irrevocably instructs the Company Shareholder shallto not, (i) permit any such Transfer on its books and hereby doesrecords, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is (ii) issue a stop transfer order with respect to all new certificate representing any of the Shares for as long as this Agreement remains in effectShares, or (iii) record such vote.
Appears in 2 contracts
Samples: Stockholder Voting Agreement (Performance Technologies Inc \De\), Stockholder Voting Agreement (Sonus Networks Inc)
Transfer and Voting Restrictions. The Stockholder covenants to Merger Partner and Public Company as follows:
(a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholdersas defined below), the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Datejurisdiction or a Governmental Entity, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval of Required Public Company Voting Proposal and the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Other Public Company Shareholder’s obligations hereunderVoting Proposals.
(c) In furtherance of this Agreement, and concurrently herewithNotwithstanding anything else herein to the contrary, the Company Shareholder shallStockholder may, and hereby doesat any time, authorize Transfer the Company Stockholder’s Shares (i) by will or other testamentary document or by intestacy, (ii) to any Affiliate of Stockholder or any investment fund or other entity controlled or managed by the Stockholder or a controlling Affiliate of Stockholder, (iii) to any member of the Stockholder’s immediate family, (iv) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents, (v) to any trust for the direct or indirect benefit of the Stockholder or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all immediate family of the Stockholder or otherwise for tax or estate planning purposes, or (vi) by operation of law; provided, that (x) such Transferred Shares for as long as shall continue to be bound by this Agreement remains in effectand (y) the applicable transferee shall have executed and delivered to Public Company and Xxxxxx Partner a support agreement substantially similar to this Agreement upon consummation of such Transfer.
Appears in 2 contracts
Samples: Support Agreement (Pieris Pharmaceuticals, Inc.), Support Agreement (Pieris Pharmaceuticals, Inc.)
Transfer and Voting Restrictions. Stockholder covenants to Public Company as follows:
(a) At all times during During the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Lock-Up Termination Date (i) the Expiration Dateas defined below), and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder such Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the such Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall such Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company Shareholdersuch Stockholder’s legal power, authority and right to vote all of the Shares held by such Stockholder or otherwise prevent or disable such Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder such Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the such Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the such Stockholder’s Shares, deposit any of the such Stockholder’s Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company Shareholdersuch Stockholder’s legal power, authority or right to vote any of the such Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderMerger.
(c) In furtherance Notwithstanding anything else herein to the contrary, Stockholder may, at any time, Transfer its Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by such Stockholder, (iii) to any member of such Stockholder’s immediate family or (iv) to any trust for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder or otherwise for estate planning purposes; provided, that the applicable transferee shall have executed and delivered a support agreement substantially identical to this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Merger Agreement (Arsanis, Inc.), Support Agreement (Arsanis, Inc.)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholdersstockholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder Stockholder to any of its AffiliatesAffiliates or to The Anschutz Foundation; provided, that prior such a Transfer shall be permitted only if, as a precondition to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder Stockholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an AffiliateAffiliate or The Anschutz Foundation, the Company Shareholder Stockholder will promptly notify the Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder Stockholder shall not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote any of the Shares. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a3)) or perform the Company Shareholder’s obligations hereunder.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Voting and Support Agreement, Voting and Support Agreement (Regal Entertainment Group)
Transfer and Voting Restrictions. The Stockholder covenants to Merger Partner as follows:
(a) At all times during During the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Lock-Up Termination Date (i) the Expiration Dateas defined below), and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder such Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the such Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Stockholder’s Shares, deposit any of the Stockholder’s Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderMerger.
(c) In furtherance Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer its Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder, (iii) to any member of the Stockholder’s immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder or otherwise for estate planning purposes; provided, that the applicable transferee shall have executed and delivered a support agreement substantially identical to this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 2 contracts
Samples: Support Agreement (Arsanis, Inc.), Merger Agreement (Arsanis, Inc.)
Transfer and Voting Restrictions. The Stockholder covenants to Syros and Tyme as follows:
(a) At all times during During the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholdersas defined below), the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderSyros Voting Proposals.
(c) In furtherance of this Agreement, and concurrently herewithNotwithstanding anything else herein to the contrary, the Company Shareholder shallStockholder may, and hereby doesat any time, authorize Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Company Stockholder, (iii) to any member of the Stockholder’s immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares for as long as shall continue to be bound by this Agreement remains in effectand (y) the applicable transferee shall have executed and delivered to Syros and Tyme a support agreement substantially identical to this Agreement upon consummation of such Transfer.
Appears in 2 contracts
Samples: Support Agreement (Syros Pharmaceuticals, Inc.), Support Agreement (Tyme Technologies, Inc.)
Transfer and Voting Restrictions. The Stockholder covenants to the Company and Parent as follows:
(a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or otherwise permitted or required or by order of a court of competent jurisdiction, prior to the Expiration Datejurisdiction or a Governmental Entity, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform execute and deliver the Company Shareholder’s obligations hereunderStockholder Approval.
(c) In furtherance Except as otherwise permitted by this Agreement or otherwise permitted or required by order of this Agreement, and concurrently herewitha court of competent jurisdiction or a Governmental Entity, the Company Shareholder shallStockholder will not enter into any Contract, and hereby doesoption, authorize the Company commitment or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order other arrangement or understanding with respect to the direct or indirect Transfer of any right, title or interest (including any right or power to vote to which the holder thereof may be entitled whether such right or power is granted by proxy or otherwise) to any Shares or take any action that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of restricting the Stockholder’s legal power, authority and right to vote all of the Shares or would otherwise prevent or disable such Stockholder from performing any of such Stockholder’s obligations under this Agreement.
(d) Notwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder or the investment adviser or general partner of the Stockholder, or an entity under common control or management with the Stockholders (in each case, directly or indirectly), (iii) to any member of the Stockholder’s immediate family (or, if the Stockholder is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares held by the Stockholder), (iv) to any trust or other entity for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder) or otherwise for estate tax or estate planning purposes, (v) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents, (vi) with respect to such Stockholder’s Company Options (and any Shares underlying such Company Options) which expire on or prior to the Expiration Date, Transfers of Shares to the Company (or effecting a “net exercise” of a Company Option) as long payment for the (a) exercise price of such Stockholder’s Company Options and (b) taxes applicable to the exercise of such Stockholder’s Company Options, (vii) transfers to another holder of capital stock of the Company that has signed a support agreement that is reasonably acceptable to Parent, (viii) transfers, sales or other dispositions as Parent may otherwise agree in writing in its sole discretion; provided, that in the cases of clauses (i)-(viii), (1) such Transferred Shares shall continue to be bound by this Agreement remains and (2) the applicable direct transferee (if any) of such Transferred Shares shall have executed and delivered to Parent and the Company a support agreement substantially identical to this Agreement upon consummation of the Transfer, (x) purchased from the Company on or about the Closing Date but prior to the Closing (including any shares of the Company issued upon conversion of any pre-funded Company Warrants), or (xi) to the extent required by applicable Law.
(e) Notwithstanding anything to the contrary herein, nothing in effectthis Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Capital Stock.
Appears in 2 contracts
Samples: Merger Agreement (Aerovate Therapeutics, Inc.), Company Stockholder Support Agreement (Aerovate Therapeutics, Inc.)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) the Expiration Dateas such term is defined in Section 7), and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, Transfer or permit suffer a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall not prohibit a Transfer of Shares by the Company Shareholder Stockholder to any Affiliate of its AffiliatesStockholder; provided, that prior any such Transfer of any Shares pursuant to or simultaneous with the proviso set forth above shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder Stockholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote any of the Shares. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a3)) or perform the Company Shareholder’s obligations hereunder.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, Stockholder shall and hereby does, does authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as during the time this Agreement remains is in effect.
Appears in 2 contracts
Samples: Merger Agreement (First Marblehead Corp), Parent Stockholder Agreement (Risley John Carter)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except (i) in connection with the Merger, (ii) pursuant to a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act prior to the date of this Agreement or (iii) as the result of the death of Stockholder, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything , or enter into an agreement, commitment or understanding with respect thereto, unless each Person to the contrary which any of such Shares, or any interest in any of such Shares, is or may be Transferred shall have executed a voting agreement substantially identical to this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, LTX shall not, and Stockholder hereby unconditionally and irrevocably instructs LTX to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement.
(c) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company ShareholderStockholder’s legal power, authority and or right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the SharesStockholder’s obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, Stockholder will not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in below); provided, however, this Section 3(a)2(c) shall not restrict Stockholder from granting to LTX a proxy to vote all or perform the Company Shareholder’s obligations hereunder.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all portion of the Shares for as long as this Agreement remains in effectat any annual meeting of LTX’s stockholders on any routine matter or proposal that (i) is unrelated to the Proposed Transaction or an Alternative Transaction and (ii) could not otherwise reasonably be expected to adversely affect the consummation of the Proposed Transaction.
Appears in 1 contract
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Term:
(i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder shall not, except in connection with the Merger, not Transfer or permit suffer a Transfer of any of the Shares. Notwithstanding anything the immediately preceding sentence, the Shareholder may transfer Shares [for bona fide estate planning purposes to his or her spouse, child (natural or adopted), or any other direct lineal descendant of the Shareholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Shareholder or any such family members](1) [to an Affiliate of the Shareholder](2), provided that, before any such Transfer permitted by this sentence, the transferee executes and delivers to the contrary in this Agreement, neither this Section 2(a) nor any other provision Parent a form of this Agreement providing that such transferee shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement same terms and conditions with respect to such Shares. In Shares that the event of a Transfer of the Shares Shareholder is bound by pursuant to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transferthis Agreement.
(bii) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall will not knowingly or intentionally commit any act that would could reasonably be expected to restrict or affect affect, or has the Company effect of restricting or affecting, Shareholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Shareholder or otherwise prevent or disable Shareholder from performing any of the Shareshis/hers/its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting person or affecting the Company entity restricting Shareholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a) hereof)) or perform the Company Shareholder’s obligations hereunder.
(ciii) In furtherance Shareholder understands and agrees that if Shareholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, the Company shall not, and Shareholder hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares, or (iii) record such vote, unless and until such Shareholder shall have complied with the terms of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 1 contract
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) the Expiration Dateas defined in Section 8 hereof), and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit suffer a Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, however that prior notwithstanding the foregoing, Stockholder may Transfer all or any portion of the Shares (a) by will or intestacy, (b) to Stockholder’s immediate family members (including Stockholder’s spouse, lineal descendants, father, mother, brother, sister or simultaneous with such Transferfirst cousin, and father, mother, brother or sister of Stockholder’s spouse), or (c) to a trust, the beneficiaries of which are such Stockholder and/or members of Stockholder’s immediate family; provided, further, that the donee or transferee agrees in a writing reasonably satisfactory to Buyer to be bound by all of the obligations of the Company Shareholder under restrictions set forth in this Agreement with respect to such Shares. In in the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfersame manner as Stockholder.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company ShareholderStockholder’s legal power, authority authority, and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust trust, or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority authority, or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderAsset Purchase Transaction.
(c) In furtherance Stockholder understands and agrees that if Stockholder attempts to Transfer, vote, or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, and concurrently herewith, the Company Shareholder shallInkSure Parent shall not, and Stockholder hereby doesunconditionally and irrevocably instructs InkSure Parent to not, authorize the Company or the Company’s counsel to notify the Company’s (i) permit any such transfer agent that there is on its books and records, (ii) issue a stop transfer order with respect to all new certificate representing any of the Shares for as long as this Agreement remains in effectShares, or (iii) record such vote.
Appears in 1 contract
Samples: Stockholder Voting Agreement (Inksure Technologies Inc.)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company each Shareholder shall not, except in connection with the MergerMerger or as the result of the death of such Shareholder, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything to the contrary in this AgreementShares owned by such Shareholder, neither this Section 2(a) nor any or discuss, negotiate, make an offer or enter into an agreement, commitment or other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement arrangement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transferthereto.
(b) Except Each Shareholder understands and agrees that if such Shareholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares owned by such Shareholder other than in compliance with this Agreement, Target shall not, and each Shareholder hereby unconditionally and irrevocably instructs Target not to, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares owned by such Shareholder or (iii) record such vote unless and until such Shareholder shall have complied with the terms of this Agreement.
(c) From and after the date hereof, except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company each Shareholder shall will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company Shareholder’s his legal power, authority and right to vote all of the Shares then owned of record or beneficially by him or otherwise prevent or disable such Shareholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the Company date hereof, each Shareholder shall not, prior to the Expiration Date, will not enter into any voting agreement with any Person person or entity with respect to any of the SharesShares owned by such Shareholder, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the such Shares, deposit any of the such Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company such Shareholder’s legal power, authority or right to vote any of the such Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 1 contract
Samples: Shareholder Voting Agreement (Florida Bank Group, Inc.)
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder each Stockholder shall not, except in connection with the MergerTransaction or as the result of the death of such Stockholder, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything to the contrary in this AgreementShares owned by such Stockholder, neither this Section 2(a) nor any or make an offer or enter into an agreement, commitment or other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement arrangement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transferthereto.
(b) Except Each Stockholder understands and agrees that if such Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares owned by such Stockholder other than in compliance with this Agreement, Buyer shall not, and each Stockholder hereby unconditionally and irrevocably instructs Buyer not to, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares owned by such Stockholder or (iii) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.
(c) From and after the date hereof, except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall each Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company Shareholder’s his legal power, authority and right to vote all of the Shares then owned of record or beneficially by him or otherwise prevent or disable such Stockholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the Company Shareholder shall notdate hereof, prior to the Expiration Date, each Stockholder will not enter into any voting agreement with any Person person or entity with respect to any of the SharesShares owned by such Stockholder, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the such Shares, deposit any of the such Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company Shareholder’s such Stockholder's legal power, authority or right to vote any of the such Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(cd) In furtherance Notwithstanding anything in this Agreement to the contrary, any Stockholder may Transfer any Shares owned by such Stockholder to any member of such Stockholder's immediate family, to a trust for the benefit of such Stockholder or any immediately family member of such Stockholder; provided, however, that such a Transfer shall be permitted only if, as a condition precedent to such Transfer, the transferee in such Transfer agrees in a writing that is reasonably satisfactory in form and substance to Buyer to be bound by all terms of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is Agreement as though such transferee were a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effectStockholder hereunder.
Appears in 1 contract
Samples: Stockholder Voting Agreement (Lazarus Management Co LLC)
Transfer and Voting Restrictions. The Stockholder covenants to the Company as follows:
(a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) as defined below), the Expiration Date, and (ii) the adoption Stockholder shall not Transfer any of the Merger Agreement Stockholder’s Shares, or publicly announce its intention to Transfer any of its Shares, in each case, including any Transfer by the Company’s shareholdersmerger (including by conversion into securities or other consideration), the Company Shareholder shall notby tendering into any tender or exchange offer, except in connection with the Mergerby operation of law or otherwise), or either voluntarily or involuntarily, offer to Transfer or permit a consent to any Transfer or enter into any contract, option or other agreement or understanding with respect to the Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Stockholder’s Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction, prior to the Expiration Datejurisdiction or a Governmental Authority, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement, nor shall the SharesStockholder take any action or agree or commit to take any action that would make any representation or warranty of such Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or materially delaying the Stockholder from or in performing its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderAspen Stockholder Matters and against any Acquisition Proposals.
(c) In furtherance of this Agreement, and concurrently herewithNotwithstanding anything else herein to the contrary, the Company Shareholder shallStockholder may, and hereby doesat any time, authorize Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Company Stockholder, (iii) to any member of the Stockholder’s immediate family, (iv) to any trust for the direct or indirect benefit of the Stockholder or the Companyimmediate family of the Stockholder or otherwise for estate planning purposes, (v) pursuant to a qualified domestic order, (vi) to any charitable organization, (vii) by effecting a “net exercise” of an Aspen Option or a “net settlement” of an Aspen Restricted Stock Unit in which Aspen holds back shares of Aspen Common Stock otherwise issuable (but not the sale of already-owned shares of Aspen Common Stock) either to pay the exercise price upon the exercise of an Aspen Option or settlement of an Aspen Restricted Stock Unit or to satisfy the Stockholder’s counsel tax withholding obligation upon the exercise of an Aspen Option or settlement of an Aspen Restricted Stock Unit, in each case as permitted pursuant to notify the Company’s transfer agent that there is a stop transfer order terms of any Aspen Employee Plan and (viii) with respect to all any Stockholder that is an entity, to any Affiliate of such Stockholder or to one or more partners or members of such Stockholder; provided, that (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable transferee shall have executed and delivered to Aspen and the Company a support agreement substantially identical to this Agreement upon consummation of the Shares for as long as this Agreement remains in effectTransfer.
Appears in 1 contract
Transfer and Voting Restrictions. The Stockholder covenants to Aspen as follows:
(a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) as defined below), the Expiration Date, and (ii) the adoption Stockholder shall not Transfer any of the Merger Agreement Stockholder’s Shares, or publicly announce its intention to Transfer any of its Shares, in each case, including any Transfer by the Company’s shareholdersmerger (including by conversion into securities or other consideration), the Company Shareholder shall notby tendering into any tender or exchange offer, except in connection with the Mergerby operation of law or otherwise), or either voluntarily or involuntarily, offer to Transfer or permit a consent to any Transfer or enter into any contract, option or other agreement or understanding with respect to the Transfer of any of the Shares. Notwithstanding anything to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Stockholder’s Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction, prior to the Expiration Datejurisdiction or a Governmental Authority, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of his, her or its obligations under this Agreement, nor shall the SharesStockholder take any action or agree or commit to take any action that would make any representation or warranty of such Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or materially delaying the Stockholder from or in performing its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and the Voting Agreement of the Company, dated as of March 31, 2021 and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform execute and deliver the Company Shareholder’s obligations hereunderStockholder Written Consent.
(c) In furtherance of this Agreement, and concurrently herewithNotwithstanding anything else herein to the contrary, the Stockholder may, at any time, Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Stockholder or the investment adviser of a general partner of the Stockholder, or an entity under common control or management with the Stockholders (in each case, directly or indirectly), (iii) to any member of the Stockholder’s immediate family (or, if the Stockholder is a corporation, partnership or other entity, to an immediate family member of a beneficial owner of the Shares held by the Stockholder), (iv) to any trust or other entity for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder) or otherwise for estate tax or estate planning purposes, (v) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents, (vi) pursuant to a qualified domestic order, (vii) to any charitable organization, or (viii) by effecting a “net exercise” of a Company Shareholder shall, and hereby does, authorize Option or a “net settlement” of a Company Restricted Stock Unit in which the Company holds back shares of Company Common Stock otherwise issuable (but not the sale of already-owned shares of Company Common Stock) either to pay the exercise price upon the exercise of a Company Option or settlement of a Company Restricted Stock Unit or to satisfy the CompanyStockholder’s counsel tax withholding obligation upon the exercise of a Company Option or settlement of a Company Restricted Stock Unit, in each case as permitted pursuant to notify the Company’s transfer agent that there is a stop transfer order terms of any Company Employee Plan and (ix) with respect to all any Stockholder that is an entity, to any Affiliate of such Stockholder or to one or more partners or members of such Stockholder; provided, that in the cases of clauses (i)-(vi), (x) such Transferred Shares shall continue to be bound by this Agreement and (y) the applicable direct transferee (if any) of such Transferred Shares shall have executed and delivered to Aspen and the Company a support agreement substantially identical to this Agreement upon consummation of the Shares for as long as this Agreement remains in effectTransfer or (vii) to the extent required by applicable Law.
Appears in 1 contract
Samples: Company Stockholder Support Agreement (AVROBIO, Inc.)
Transfer and Voting Restrictions. (a) At all times during times, until the period commencing with date that is the execution and delivery of this Agreement and expiring on the earlier to occur later of (i1) fifteen (15) months following the Closing Date and (2) the Expiration Date, and (ii) date on which the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Registration Statement is declared effective:
i. Stockholder shall not, except in connection with as permitted by the Mergerimmediately following sentence, Transfer or permit suffer a Transfer of any of the Shares. Notwithstanding anything the immediately preceding sentence, the Stockholder may transfer Shares for bona fide estate planning purposes to his or her spouse, child (natural or adopted), or any other direct lineal descendant of the Stockholder (or his or her spouse) (all of the foregoing collectively referred to as "family members"), or to any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, the Stockholder or any such family members; provided that, before any such Transfer permitted by this sentence, the transferee executes and delivers to the contrary in this Agreement, neither this Section 2(a) nor any other provision Sellers' Representative a form of this Agreement providing that such transferee shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement same terms and conditions with respect to such Shares. In Shares that the event of a Transfer of the Shares Stockholder is bound by pursuant to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transferthis Agreement.
(b) ii. Any transfer or purported transfer in violation of this Section 2 shall be voidable by Chyron, and Chyron shall not register any transfer of any shares of Chyron Common Stock in violation of this Section 2. Chyron shall instruct its transfer agent to place such stop transfer orders as may be required on the transfer books of Chyron in order to ensure compliance with this Section 2.
iii. Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder Stockholder shall not knowingly or intentionally commit any act that would could reasonably be expected to restrict or affect affect, or has the Company Shareholder’s effect of restricting or affecting, Stockholder's legal power, authority and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the Shareshis/her/its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting person or affecting the Company Shareholder’s entity restricting Stockholder's legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined matters set forth in Section 3(a)) 3 hereof.
iv. If Shares are sold by Stockholder in violation of this provision, the Stockholder shall pay a penalty to Chyron amounting to the purchase price for the Shares or perform if the Company Shareholder’s obligations hereunderShares were sold below market value, a penalty amounting to the market value of the sold Shares.
(cb) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order The restrictions set forth in Section 2(a) shall immediately terminate with respect to all (i) Rxxxx Xxxxx, Mxxxxxx Xxxxxxx, Pxxxx Xxxx or Sxxxx Xxxxx-Xxxxxxx, respectively, if such individual ceases to be employed by Chyron or ceases to be a Director of the Shares for as long as this Agreement remains in effectChyron and (ii) any Stockholder that is affiliated with such individual.
Appears in 1 contract
Transfer and Voting Restrictions. The Stockholder covenants to Parent and the Company as follows:
(a) At all times Except as otherwise permitted by Section 2(c), during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholdersas defined below), the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or otherwise permitted or required by order of a court of competent jurisdiction, prior to the Expiration Datejurisdiction or a Governmental Authority, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement Agreement, and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity in each case, which has the effect of limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderParent Stockholder Matters and against any competing proposals.
(c) In furtherance of this Agreement, and concurrently herewithNotwithstanding anything else herein to the contrary, the Company Shareholder shallStockholder may, and hereby doesat any time, authorize Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to such Stockholder’s Affiliates (in each case, directly or indirectly) (iii) to any member of the Company or Stockholder’s immediate family (or, if the Company’s counsel to notify the Company’s transfer agent that there Stockholder is a stop transfer order with respect corporation, partnership or other entity, to all an immediate family member of a beneficial owner of the Shares held by the Stockholder), (iv) to any trust or other entity for as long as the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder (or, if the Stockholder is a corporation, partnership or other entity, for the direct or indirect benefit of an immediate family member of a beneficial owner of the Shares held by the Stockholder) or otherwise for estate tax or estate planning purposes, (v) in the case of a Stockholder who is not a natural person, by pro rata distributions from the Stockholder to its members, partners, or shareholders pursuant to the Stockholder’s organizational documents, (vi) purchased from the Company on or about the Closing Date but prior to the Closing (including any shares of the Company issued upon conversion of any pre-funded Company Warrants), (vii) to the extent required by applicable Law and (viii) pursuant to the exercise of any option to purchase any Parent Common Stock, including in order to pay the exercise price of such option or satisfy taxes applicable thereto; provided, that in the cases of clauses (i)-(v), (x) such Transferred Shares shall continue to be bound by this Agreement remains and (y) the applicable direct transferee (if any) of such Transferred Shares shall have executed and delivered to Parent and the Company a support agreement substantially identical to this Agreement upon consummation of the Transfer if not already a party thereto.
(d) Notwithstanding anything to the contrary herein, nothing in effectthis Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Parent Common Stock.
Appears in 1 contract
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the MergerMergers, Transfer or permit suffer a Transfer of any of the Shares. Notwithstanding anything to the contrary , except for: (a) transfers by will or operation of law, in this Agreement, neither this Section 2(a) nor any other provision of which case this Agreement shall prohibit a Transfer of Shares by bind the Company Shareholder transferee; (b) transfers in connection with bona fide estate and tax planning purposes, including transfers to any of its Affiliates; providedrelatives, that prior trusts, and charitable organizations, subject to or simultaneous with such Transfer, the transferee agrees agreeing in writing to be bound by all the terms of the obligations of the Company Shareholder under this Agreement with respect Agreement; and (c) such other transfers as Parent may otherwise permit in its sole discretion, subject to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify any restrictions or conditions imposed by Parent in writing of such Transferits sole discretion.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company ShareholderStockholder’s legal power, authority authority, and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust trust, or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority authority, or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a) herein)) or perform the Company Shareholder’s obligations hereunder.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 1 contract
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder Stockholder shall not, except in connection with the Merger, Transfer or permit a Transfer of any of the Shares, or enter into an agreement, commitment or other arrangement with respect thereto. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, neither Stockholder may Transfer any or all of the Shares (i) by will, or by operation of law, in which case this Section 2(aAgreement shall bind the transferee, (ii) nor in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations, or (iii) to any other provision Person, so long as, in the case of the foregoing clauses (ii) and (iii), the transferee, prior to such Transfer executes a counterpart of this Agreement (with such modifications as the Company may reasonably request solely to reflect such transfer).
(b) Stockholder understands and agrees that if Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and Stockholder hereby unconditionally and irrevocably instructs Parent to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Stockholder shall have complied with the terms of this Agreement. Each stock certificate evidencing Shares that is issued in the name of Stockholder on or after the date of this Agreement shall prohibit bear a Transfer legend indicating that such Shares are subject to the terms of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer and any transferee of the Shares evidenced by the stock certificate takes the Shares subject to an Affiliate, the Company Shareholder will promptly notify Parent in writing terms of such Transferthis Agreement.
(bc) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to could restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Stockholder or otherwise prevent or disable Stockholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, Stockholder will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 1 contract
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder each Stockholder shall not, except in connection with the MergerTransaction or as the result of the death of such Stockholder, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything to the contrary in this AgreementShares owned by such Stockholder, neither this Section 2(a) nor any or make an offer or enter into an agreement, commitment or other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement arrangement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transferthereto.
(b) Except Each Stockholder understands and agrees that if such Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares owned by such Stockholder other than in compliance with this Agreement, Buyer shall not, and each Stockholder hereby unconditionally and irrevocably instructs Buyer not to, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares owned by such Stockholder or (iii) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.
(c) From and after the date hereof, except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall each Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company Shareholder’s his legal power, authority and right to vote all of the Shares then owned of record or beneficially by him or otherwise prevent or disable such Stockholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the Company Shareholder shall notdate hereof, prior to the Expiration Date, each Stockholder will not enter into any voting agreement with any Person person or entity with respect to any of the SharesShares owned by such Stockholder, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the such Shares, deposit any of the such Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company Shareholdersuch Stockholder’s legal power, authority or right to vote any of the such Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(cd) In furtherance Notwithstanding anything in this Agreement to the contrary, any Stockholder may Transfer any Shares owned by such Stockholder to any member of such Stockholder’s immediate family, to a trust for the benefit of such Stockholder or any immediately family member of such Stockholder; provided, however, that such a Transfer shall be permitted only if, as a condition precedent to such Transfer, the transferee in such Transfer agrees in a writing that is reasonably satisfactory in form and substance to Buyer to be bound by all terms of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is Agreement as though such transferee were a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effectStockholder hereunder.
Appears in 1 contract
Samples: Stockholder Voting Agreement (Authentidate Holding Corp)
Transfer and Voting Restrictions. The Stockholder covenants to Merger Partner as follows:
(a) At all times during During the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of Expiration Date (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholdersas defined below), the Company Shareholder Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company ShareholderStockholder’s legal power, authority and right to vote all of the Shares held by the Stockholder or otherwise prevent or disable the Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company ShareholderStockholder’s legal power, authority or right to vote any of the Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Public Company Shareholder’s obligations hereunderVoting Proposals.
(c) In furtherance of this Agreement, and concurrently herewithNotwithstanding anything else herein to the contrary, the Company Shareholder shallStockholder may, and hereby doesat any time, authorize Transfer Shares (i) by will or other testamentary document or by intestacy, (ii) to any investment fund or other entity controlled or managed by the Company Stockholder, (iii) to any member of the Stockholder’s immediate family or (iv) to any trust for the direct or indirect benefit of the Stockholder or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all immediate family of the Stockholder or otherwise for estate planning purposes; provided, that (x) such Transferred Shares for as long as shall continue to be bound by this Agreement remains in effectand (y) the applicable transferee shall have executed and delivered to Public Company and Merger Partner a support agreement substantially identical to this Agreement upon consummation of such Transfer.
Appears in 1 contract
Transfer and Voting Restrictions. Each Stockholder, severally and not jointly, covenants to Otic Pharma as follows:
(a) At all times during During the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder such Stockholder shall not, except in connection with the Merger, not Transfer or permit a Transfer of any of the such Stockholder’s Shares. Notwithstanding anything , or publicly announce its intention to the contrary in this Agreement, neither this Section 2(a) nor any other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transfer.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall such Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company Shareholdersuch Stockholder’s legal power, authority and right to vote all of the Shares held by such Stockholder or otherwise prevent or disable such Stockholder from performing any of the Shareshis, her or its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder such Stockholder shall not, prior to the Expiration Date, not enter into any voting agreement with any Person person or entity with respect to any of the such Stockholder’s Shares, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the such Stockholder’s Shares, deposit any of the such Stockholder’s Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company Shareholdersuch Stockholder’s legal power, authority or right to vote any of the such Stockholder’s Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(c) In furtherance Notwithstanding anything else herein to the contrary, each Stockholder may, at any time, Transfer its Shares (i) pursuant to a restricted stock unit agreement between such stockholder and Public Company in effect as of the date hereof which was entered into pursuant to Public Company’s 2014 Stock Incentive Plan, (ii) by will or other testamentary document or by intestacy, (iii) to any investment fund or other entity controlled or managed by such Stockholder, (iv) to any member of such Stockholder’s immediate family or (v) to any trust for the direct or indirect benefit of such Stockholder or the immediate family of such Stockholder or otherwise for estate planning purposes; provided, that in the case of any Transfer pursuant to the foregoing clauses (ii), (iii), (iv) or (v), the applicable transferee shall have executed and delivered a support agreement substantially identical to this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 1 contract
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder each Stockholder shall not, except in connection with the MergerMerger or as the result of the death of such Stockholder, Transfer or permit a Transfer of any of the Shares. Notwithstanding anything to the contrary in this AgreementShares owned by such Stockholder, neither this Section 2(a) nor any or discuss, negotiate, make an offer or enter into an agreement, commitment or other provision of this Agreement shall prohibit a Transfer of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement arrangement with respect to such Shares. In the event of a Transfer of the Shares to an Affiliate, the Company Shareholder will promptly notify Parent in writing of such Transferthereto.
(b) Except Each Stockholder understands and agrees that if such Stockholder attempts to Transfer, vote or provide any other person with the authority to vote any of the Shares owned by such Stockholder other than in compliance with this Agreement, Target shall not, and each Stockholder hereby unconditionally and irrevocably instructs Target not to, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares owned by such Stockholder or (iii) record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.
(c) From and after the date hereof, except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall each Stockholder will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company Shareholder’s his legal power, authority and right to vote all of the Shares then owned of record or beneficially by him or otherwise prevent or disable such Stockholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the Company Shareholder shall notdate hereof, prior to the Expiration Date, each Stockholder will not enter into any voting agreement with any Person person or entity with respect to any of the SharesShares owned by such Stockholder, grant any Person person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the such Shares, deposit any of the such Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person person or entity limiting or affecting the Company Shareholdersuch Stockholder’s legal power, authority or right to vote any of the such Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(cd) In furtherance Notwithstanding anything in this Agreement to the contrary, any Stockholder may Transfer any Shares owned by such Stockholder to any member of such Stockholder’s immediate family, to a charity or charitable foundation or to a trust for the benefit of such Stockholder or any member of such Stockholder; provided, however, that such a Transfer shall be permitted only if, as a condition precedent to such Transfer, the transferee in such Transfer agrees in a writing that is reasonably satisfactory in form and substance to Buyer to be bound by all terms of this AgreementAgreement as though such transferee were a Stockholder hereunder; provided, further, that (i) Xxxxxx Xxxxxx and concurrently herewithhis Affiliates who are a party to this Agreement may Transfer up to an aggregate of 2 million Shares and (ii) Xxxxxx Xxxxxx and his Affiliates who are a party to this Agreement may Transfer up to an aggregate of 2 million Shares, in each case, to a charity or charitable foundation without compliance with the Company Shareholder shallpreceding proviso; provided, finally, that such Transfer to a charity or charitable foundation pursuant to the preceding proviso shall be permitted only if, as a condition precedent to such Transfer, another stockholder of Target who is not a party hereto (an “Additional Stockholder”) agrees in a writing that is reasonably satisfactory in form and hereby does, authorize the Company or the Company’s counsel substance to notify the Company’s transfer agent that there is a stop transfer order Buyer to be bound by all terms of this Agreement (with respect to all at least as many shares of capital stock of Target as are Transferred pursuant to the Shares for preceding proviso) as long as this Agreement remains in effectthough such Additional Stockholder were a Stockholder hereunder.
Appears in 1 contract
Transfer and Voting Restrictions. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the earlier to occur of (i) the Expiration Date, and (ii) the adoption of the Merger Agreement by the Company’s shareholders, the Company Shareholder shall not, except in connection with the Merger, Transfer or permit a Transfer of any of the Shares, or enter into an agreement, commitment or other arrangement with respect thereto. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, neither Shareholder may Transfer any or all of the Shares (i) by will, or by operation of law, in which case this Section 2(aAgreement shall bind the transferee; (ii) nor in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations; or (iii) to any other provision Person, so long as, in the case of the foregoing clauses (ii) and (iii), the transferee, prior to such Transfer, executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer).
(b) Shareholder understands and agrees that if Shareholder attempts to Transfer, vote or provide any other Person with the authority to vote any of the Shares prior to the Expiration Date, other than in compliance with this Agreement, the Company shall not, and Shareholder hereby unconditionally and irrevocably instructs the Company not to, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Shares or (iii) record such vote, in each case, unless and until Shareholder shall have complied with the terms of this Agreement. Each stock certificate evidencing Shares that is issued in the name of Shareholder on or after the date of this Agreement shall prohibit bear a Transfer legend indicating that such Shares are subject to the terms of Shares by the Company Shareholder to any of its Affiliates; provided, that prior to or simultaneous with such Transfer, the transferee agrees in writing to be bound by all of the obligations of the Company Shareholder under this Agreement with respect to such Shares. In the event of a Transfer and any transferee of the Shares evidenced by the stock certificate takes the Shares subject to an Affiliate, the Company Shareholder will promptly notify Parent in writing terms of such Transferthis Agreement.
(bc) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, prior to the Expiration Date, the Company Shareholder shall will not knowingly or intentionally commit any act that would reasonably be expected to restrict or affect the Company Shareholder’s legal power, authority and right to vote all of the Shares then owned of record or beneficially by Shareholder or otherwise prevent or disable Shareholder from performing any of the Shareshis obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, the Company Shareholder shall not, prior to the Expiration Date, Shareholder will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting the Company Shareholder’s legal power, authority or right to vote any of the Shares in favor of the approval of the Proposed Transaction (as such term is defined in Section 3(a)) or perform the Company Shareholder’s obligations hereunderTransaction.
(c) In furtherance of this Agreement, and concurrently herewith, the Company Shareholder shall, and hereby does, authorize the Company or the Company’s counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares for as long as this Agreement remains in effect.
Appears in 1 contract
Samples: Voting Agreement (Intermec, Inc.)
