Common use of No Proxies for, Sale of or Encumbrances on Shareholder Shares Clause in Contracts

No Proxies for, Sale of or Encumbrances on Shareholder Shares. Except pursuant to the terms of this Agreement, prior to the Termination Date Shareholder shall not, without the prior written consent of Buyer, 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 Shareholder Shares or (ii) 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 sale, assignment, transfer, encumbrance or other disposition of, any Shareholder Shares during the term of this Agreement. Shareholder shall not seek or solicit any such sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and agrees, subject to any restrictions contained in presently existing confidentiality agreements, to notify Buyer promptly and to provide all details requested by Buyer if Shareholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing.

Appears in 30 contracts

Samples: Shareholder Support Agreement (Best Buy Co Inc), Shareholder Support Agreement (Best Buy Co Inc), Shareholder Support Agreement (Musicland Stores Corp)

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No Proxies for, Sale of or Encumbrances on Shareholder Shares. Except pursuant to the terms of this Agreement, prior to the Termination Date Date, Shareholder shall not, without the prior written consent of BuyerMerger Sub, directly or indirectly, (ia) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shareholder Shares Shares, or (iib) 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 sale, assignment, transfer, encumbrance or other disposition of, any Shareholder Shares during the term of this Agreement. Shareholder shall not seek or solicit any such sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and agrees, subject to any restrictions contained in presently existing confidentiality agreements, agrees to notify Buyer Merger Sub promptly and to provide all details requested by Buyer Merger Sub if Shareholder shall be approached or solicited, directly or indirectly, solicited by any person with respect to any of the foregoing.

Appears in 2 contracts

Samples: Shareholder Support Agreement (Infousa Inc), Shareholder Support Agreement (Infousa Inc)

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