No Transfer Requests. Stockholder covenants and agrees that, except, for the valid tender of Shares to Merger Sub as contemplated by Section 2(a) hereof pursuant to and in accordance with the terms of the Offer, Stockholder shall not request that the Company, and the Company shall not, register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of Stockholder’s Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 4(g) hereof). In the event of a stock dividend or distribution, or any change in the Company Common Stock or Company Preferred Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged. While this Agreement is in effect, Stockholder will notify Parent promptly (and in any event within two (2) Business Days after the acquisition thereof) if Stockholder acquires legal or Beneficial Ownership of any Shares after the date of this Agreement. Each stock certificate evidencing Shares that is issued in the name of Stockholder on or after the date of this Agreement shall bear a legend indicating that such Shares are subject to the terms of this Agreement and any transferee of the Shares evidenced by the stock certificate takes the Shares subject to the terms of this Agreement.
Appears in 4 contracts
Samples: Tender and Voting Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Tender and Voting Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Tender and Voting Agreement (Westway Group, Inc.)
No Transfer Requests. Stockholder covenants and agrees that, except, for the valid tender of Shares to Merger Sub as contemplated by Section 2(a) hereof pursuant to and in accordance with the terms of the Offer, Stockholder shall not request that the Company, and the Company shall not, register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of Stockholder’s Shares, , unless such transfer is made in compliance with this Agreement (including the provisions of Section 4(g) 2 hereof). In the event of a stock dividend or distribution, or any change in the Company Common Stock or Company Preferred Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged. While this Agreement is in effect, Stockholder will notify Parent promptly (and in any event within two (2) Business Days after the acquisition thereof) if Stockholder acquires legal or Beneficial Ownership of any Shares after the date of this Agreement. Each stock certificate evidencing Shares that is issued in the name of Stockholder on or after the date of this Agreement shall bear a legend indicating that such Shares are subject to the terms of this Agreement and any transferee of the Shares evidenced by the stock certificate takes the Shares subject to the terms of this Agreement.
Appears in 2 contracts
Samples: Tender and Voting Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Tender and Voting Agreement (Westway Group, Inc.)
