Common use of No Transfer of Voting Rights Clause in Contracts

No Transfer of Voting Rights. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees that during the period from the date of this Agreement through the earlier of (a) date on which the Merger is consummated and (b) the date on which the Merger Agreement is terminated in accordance with its terms without the Merger having occurred, the Stockholder will not (i) deposit any of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Covered Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (ii) knowingly take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement or (iii) encourage or solicit any holder of Common Stock to vote in opposition to the Transactions. Provided that if the Stockholder is not in breach of the terms of this Agreement, nothing in this Agreement shall be construed to restrict the Stockholder from trading in the Covered Shares or otherwise.

Appears in 5 contracts

Samples: Voting and Support Agreement (Dodge & Cox), Voting and Support Agreement, Voting and Support Agreement (Dell Technologies Inc)

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No Transfer of Voting Rights. Except in accordance with the terms of this Agreement, each of the Stockholder Stockholders hereby covenants and agrees that during the period from the date of this Agreement through the earlier of (a) date on which the Merger is consummated and (b) the date on which the Merger Agreement is terminated in accordance with its terms without the Merger having occurred, the such Stockholder will not (i) deposit any of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Covered Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (ii) knowingly take any action that would make any representation or warranty of any of the Stockholder Stockholders contained herein untrue or incorrect or have the effect of preventing or disabling any of the Stockholder Stockholders from performing its obligations under this Agreement or (iii) encourage or solicit any holder of Common Stock to vote in opposition to the Transactions. Provided that if the Stockholder is not in breach of the terms of this Agreement, nothing in this Agreement shall be construed to restrict the Stockholder from trading in the Covered Shares or otherwise.

Appears in 1 contract

Samples: Voting and Support Agreement (Dell Technologies Inc)

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