Common use of Prohibition on Transfers, Other Actions Clause in Contracts

Prohibition on Transfers, Other Actions. Until the earlier of (a) receipt of the Company Stockholder Approval and (b) termination of this Agreement in accordance with Section 5.1, the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (ii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iii) take any action that would reasonably be expected to restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Stockholder shall not request that the Company or its transfer agent register the transfer of any Certificate or Book-Entry Shares representing any of such Stockholder’s Covered Shares save for any Permitted Transfer.

Appears in 2 contracts

Samples: Voting and Support Agreement (Gp Strategies Corp), Officer Voting and Support Agreement (Gp Strategies Corp)

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Prohibition on Transfers, Other Actions. Until the earlier of (a) receipt of Until the Company Stockholder Approval and (b) termination of this Agreement in accordance with Section 5.1‎Section 5.01, the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s the Covered Stockholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; . The Stockholder agrees that it shall not, and shall not permit any Affiliate to, (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that would reasonably be expected to could restrict or otherwise affect such the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Neither the Stockholder nor any of its Affiliates shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate or Book-Entry of the Covered Stockholder Shares representing and the Stockholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Stockholder Shares, unless such Stockholder’s Covered Shares save for any transfer is a Permitted Transfer.

Appears in 2 contracts

Samples: Voting and Support Agreement (Schwab Charles Corp), Voting and Support Agreement

Prohibition on Transfers, Other Actions. Until the earlier of (a) receipt of Until the Company Stockholder Approval and (b) termination of this Agreement in accordance with Section 5.15.01, the Stockholder each Shareholder agrees that it shall not (i) Transfer any of such Stockholder’s the Covered Shareholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; . Each Shareholder agrees that it shall not, and shall not permit any Affiliate to, (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such StockholderShareholder’s representations, warranties, covenants and obligations under this Agreement; Agreement or (iiiii) take any action that would reasonably be expected to could restrict or otherwise affect such StockholderShareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Stockholder Neither a Shareholder nor any of its Affiliates shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate or Book-Entry of the Covered Shareholder Shares representing and each Shareholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Shareholder Shares, unless such Stockholder’s Covered Shares save for any transfer is a Permitted Transfer.

Appears in 2 contracts

Samples: Voting and Support Agreement (Protective Insurance Corp), Voting and Support Agreement (Shapiro Steven A.)

Prohibition on Transfers, Other Actions. Until the earlier of (a) receipt of Until the Company Stockholder Approval and (b) termination of this Agreement in accordance with Section 5.15.01, the each Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s its Covered Stockholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; . Each Stockholder agrees that it shall not, and shall not permit any of its Affiliate to, (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that would reasonably be expected to could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Neither such Stockholder nor any of its Affiliates shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate or Book-Entry of the Covered Stockholder Shares representing and such Stockholder hereby consents, and shall cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Stockholder Shares, unless such Stockholder’s Covered Shares save for any transfer is a Permitted Transfer.

Appears in 2 contracts

Samples: Support Agreement (LiveVox Holdings, Inc.), Support Agreement (Golden Gate Private Equity, Inc.)

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Prohibition on Transfers, Other Actions. Until the earlier of (a) receipt of the Company Stockholder Approval and (b) termination of this Agreement in accordance with Section 5.1Expiration Date, the each Stockholder agrees that it shall not not, except in accordance with the terms of the Merger Agreement or the Transactions, (ia) Transfer any of such Stockholder’s Covered Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; (iib) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiic) take any action that would reasonably be expected to could restrict or otherwise affect such Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision Section 4.1 shall be void ab initio. The Each Stockholder shall not request that hereby consents to the entry of stop transfer instructions by the Company or its transfer agent register the transfer of any Certificate or Book-Entry Shares representing any transfer of such Stockholder’s Covered Shares save for any Permitted Transferunless such transfer is made in compliance with this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Us Home Systems Inc)

Prohibition on Transfers, Other Actions. Until the earlier of (a) receipt of Until the Company Stockholder Approval and (b) termination of this Agreement in accordance with Section 5.15.01, the Stockholder agrees that it shall not (i) Transfer any of such Stockholder’s the Covered Stockholder Shares, Beneficial Ownership thereof or any other interest therein (including any voting power with respect thereto) unless such Transfer is a Permitted Transfer; . The Stockholder agrees that it shall not, and shall not permit any Affiliate to, (iii) enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such the Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiiii) take any action that would reasonably be expected to could restrict or otherwise affect such the Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio. The Neither the Stockholder nor any of its Affiliates shall not request that the Company or its transfer agent register the transfer (book-entry or otherwise) of any Certificate or Book-Entry of the Covered Stockholder Shares representing and the Stockholder hereby consents, and will cause its Affiliates to consent, to the entry of stop transfer instructions by the Company of any transfer of the Covered Stockholder Shares, unless such Stockholder’s Covered Shares save for any transfer is a Permitted Transfer.

Appears in 1 contract

Samples: Voting and Support Agreement (Toronto Dominion Bank)

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