Voting Period Restrictions Clause Samples
Voting Period Restrictions. Except for Permitted Transactions, each Stockholder agrees that such Stockholder shall not, during the Voting Period:
(a) Transfer any or all of such Stockholder’s Owned Shares or any interest therein, or any economic or voting rights with respect thereto (including any rights decoupled from the underlying securities) or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy), other than with the prior written consent of ▇▇▇▇▇▇; provided that the foregoing shall not prevent (i) the Transfer of Owned Shares upon the death of such Stockholder pursuant to the terms of any trust or will of such Stockholder or by the laws of intestate succession, but only if, and any such Transfer shall be void unless, the transferee executes and delivers to ▇▇▇▇▇▇ an agreement to be bound by the terms of this Agreement to the same extent as such Stockholder, (ii) the Transfer of Owned Shares to a Permitted Transferee, (iii) any purported Transfer of Owned Shares in connection with the cashless exercise or cashless settlement of any Rook Equity Award or (iv) a Transfer by a secured party exercising its remedies upon default under any Specified Pledging Transaction; or
(b) acquire, offer or propose to acquire or agree to acquire, directly or indirectly, whether by purchase, take-over bid, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities (or options, rights or warrants to purchase, securities convertible into or exchangeable for, or securities the value of which is determined substantial part based on the value of, such securities) of Rook or ▇▇▇▇▇▇ (other than the acquisition of Rook Equity Awards granted to such Stockholder or the acquisition of shares of Rook Common Stock upon the exercise or settlement of a Rook Equity Award).
Voting Period Restrictions. Each of the Preferred Stockholders agrees that it shall not, during the Voting Period, cause or permit any Transfer of any or all of the Owned Shares or any interest therein, or any economic or voting rights with respect thereto (including any rights decoupled from the underlying securities) or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy), other than (a) a Permitted Transfer or (b) with the prior written consent of the Company.
Voting Period Restrictions. Each Stockholder agrees that such Stockholder shall not, during the Voting Period, sell, transfer, assign or otherwise dispose of (“Transfer”) any or all of his Owned Shares or New Shares, or any interest therein, or any voting rights with respect thereto or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy), other than (a) pursuant to the Merger in accordance with the terms of the Merger Agreement, or (b) with the prior written consent of Internet America; provided that the foregoing shall not prevent the Transfer of Owned Shares or New Shares upon the death of such Stockholder pursuant to the terms of any trust or will of such Stockholder or by the laws of intestate succession, but only if, and any such Transfer shall be void unless, the transferee executes and delivers to Internet America an agreement to be bound by the terms of this Agreement to the same extent as such Stockholder.
Voting Period Restrictions. The Stockholder agrees that he shall not, and shall not permit any person, directly or indirectly, during the Voting Period, to:
(a) convert into shares of Common Stock any Owned Shares or New Shares that are shares of Class B Common Stock;
(b) Transfer any or all of the Owned Shares or New Shares; provided that the foregoing shall not prevent (i) the Transfer of Owned Shares or New Shares upon the death of the Stockholder pursuant to the terms of any trust or will of the Stockholder or by the laws of intestate succession, but only if, and any such Transfer shall be void unless, the transferee executes and delivers to Parent an agreement to be bound by the terms of this Agreement to the same extent as the Stockholder, (ii) the Transfer of Owned Shares or New Shares to a Permitted Transferee, (iii) the Transfer of Owned Shares or New Shares in connection with the payment of the exercise price and/or the satisfaction of any tax withholding obligation arising from the exercise of any stock option required under Section 27 of the Employment Agreement, (iv) the Transfer of any Owned Shares or New Shares held by the ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇ Foundation Inc. or (v) the conversion of the Owned Shares and New Shares into the right to receive Merger Consideration pursuant to the Merger in accordance with the terms of the Merger Agreement; or
(c) deposit any Owned Shares, New Shares or Option Shares in a voting trust or subject any of the Owned Shares or New Shares to any arrangement or agreement with any person (other than Parent) with respect to the voting or the execution of consents with respect to any Owned Shares, New Shares or Option Shares that could restrict his ability to comply with and perform his covenants and obligations under Article II of this Agreement.
Voting Period Restrictions. Each Stockholder agrees that such Stockholder shall not, during the Voting Period, Transfer or permit the Transfer of any or all of such Stockholder’s Owned Shares or New Shares, or any interest therein, or any voting rights with respect thereto or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy), other than (a) pursuant to the Mergers in accordance with the terms of the Merger Agreement and (b) with the prior written consent of Phoenix.
Voting Period Restrictions. Each Equityholder agrees that such Equityholder shall not, during the Voting Period, Transfer any or all of such Equityholder’s Owned Shares, Owned Warrants, New Shares or New Warrants, or any interest therein, or any voting rights with respect thereto or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy), other than (a) pursuant to the Merger in accordance with the terms of the Merger Agreement, (b) with the prior written consent of General, and (c) to any Permitted Transferee; provided that the foregoing shall not prevent the exercise of any Phoenix Warrant outstanding as of the date hereof by any Equityholder in accordance with the terms of the Warrant Agreement and the issuance of shares of Phoenix Class A Common Stock to such Equityholder in connection therewith.
Voting Period Restrictions. Each Stockholder agrees that such Stockholder shall not, during the Voting Period, (a) Transfer any or all of such Stockholder’s Owned Shares or New Shares, or any interest therein, or enter into any agreement with respect to the Transfer of any or all of such Stockholder’s Owned Shares or New Shares, or any interest therein, or (b) except pursuant to the terms of this Agreement, deposit any Owned Shares or New Shares into a voting trust, grant any proxy or enter into a voting agreement with respect to any Owned Shares or New Shares; provided that the foregoing shall not prevent (i) the Transfer of Owned Shares or New Shares to an Affiliate of such Stockholder if such Affiliate agrees to be bound by the terms of this Agreement, or (ii) the conversion of any of the Owned Shares and New Shares into the right to receive the amounts set forth in the Merger Agreement in accordance with the terms of the Merger Agreement.
Voting Period Restrictions. Each Stockholder agrees that such Stockholder shall not, during the Voting Period, Transfer any or all of such Stockholder’s Owned Shares or New Shares, or any interest therein, or any voting rights with respect thereto or enter into any contract, option or other arrangement or understanding with respect thereto (including any voting trust or agreement and the granting of any proxy), other than (a) pursuant to the Merger in accordance with the terms of the Merger Agreement, (b) with the prior written consent of Parent, and (c) pledges of up to 6 million Owned Shares or New Shares as security for indebtedness; provided that the foregoing shall not prevent (i) the Transfer of Owned Shares or New Shares upon the death of such Stockholder pursuant to the terms of any trust or will of such Stockholder or by the laws of intestate succession, but only if, and any such Transfer shall be void unless, the transferee executes and delivers to Parent an agreement to be bound by the terms of this Agreement to the same extent as such Stockholder, (ii) the Transfer of Owned Shares or New Shares to a Permitted Transferee, or (iii) the Transfer of Owned Shares or New Shares in connection with the payment of the exercise price and/or the satisfaction of any tax withholding obligation arising from the exercise of any Company Option.