Common use of Transfer of the Shares; Other Actions Clause in Contracts

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 3 hereof), the Stockholder shall not: (a) transfer, assign, sell, gift-over or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing ("Transfer"), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; or (e) take any other action that would in any way restrict, limit or interfere with the performance of the Stockholder's obligations hereunder or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Support Agreement (DG FastChannel, Inc), Support Agreement (Bagerdjian Haig S)

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Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 3 hereof), the Stockholder shall not: (a) transfer, assign, sell, gift-over or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing ("Transfer"), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; or (e) take any other action that would in any way restrict, limit or interfere with the performance of the Stockholder's ’s obligations hereunder or the transactions contemplated hereby.

Appears in 1 contract

Samples: Support Agreement (DG FastChannel, Inc)

Transfer of the Shares; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 3 hereof), the Stockholder shall not: (a) transfer, assign, sell, gift-over over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing ("Transfer"), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; or (e) take any other action that would in any way restrict, limit or interfere with the performance of the such Stockholder's ’s obligations hereunder or the transactions contemplated hereby.

Appears in 1 contract

Samples: Stockholder Agreement (Non Tender) (Cytyc Corp)

Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 3 hereof), without prior written consent of Parent or Purchaser, the Stockholder shall not: (a) transfer, assign, sell, gift-over over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing ("Transfer"), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; or (e) take any other action that would in any way restrict, limit or interfere with the performance of the Stockholder's ’s obligations hereunder or the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender and Stockholder Support Agreement (Beckman Coulter Inc)

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Transfer of the Shares; Other Actions. (a) Prior to the termination of this Agreement, except as otherwise provided herein (including pursuant to Section 3 hereof), the Stockholder shall not: (a) transfer, assign, sell, gift-over over, pledge or otherwise dispose (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of, or consent to any of the foregoing ("Transfer"), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; or (e) take any other action that would in any way restrict, limit or interfere with the performance of the such Stockholder's ’s obligations hereunder or the transactions contemplated hereby.

Appears in 1 contract

Samples: Stockholder Support Agreement (Maxwell Acquisition CORP)

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