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.
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)
