No Proxies for or Encumbrance On Shares. Beginning on the date hereof and continuing until this Agreement terminates pursuant to Section 5.1, the Shareholder shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. The Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and agrees to notify Parent promptly and to provide all details requested by Parent if the Shareholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing.
Appears in 8 contracts
Sources: Merger Agreement (Tivoli Industries Inc), Voting Agreement (Targetti Sankey Spa), Voting Agreement (Targetti Sankey Spa)
No Proxies for or Encumbrance On Shares. Beginning on the date hereof and continuing until this Agreement terminates pursuant to Section 5.1, the Shareholder Shareholders shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement. The Shareholder Shareholders shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and agrees to notify Parent promptly and to provide all details requested by Parent if the Shareholder Shareholders shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing.
Appears in 2 contracts
Sources: Merger Agreement (Tivoli Industries Inc), Voting Agreement (Targetti Sankey Spa)