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

Prohibition on Transfers, Other Actions. (a) Until the earlier of the receipt of the Seller Shareholder Approval or the date on which the Merger Agreement is terminated in accordance with its terms, the Individual hereby agrees not to (i) Transfer any of the Covered Shares or any other interest specifically in the Covered Shares unless such Transfer is a Permitted Transfer; (ii) enter into any Contract 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, the Individual’s representations, warranties, covenants and obligations under this Agreement; (iii) except as otherwise permitted by this Agreement or by Order, take any action that could restrict or otherwise affect the Individual’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him or her in accordance with this Agreement, or otherwise comply with and perform his or her covenants and obligations under this Agreement; or (iv) publicly announce any intention to do any of the foregoing. Any Transfer in violation of this provision shall be void. Following the date hereof, Seller shall notify its transfer agent that there is a stop transfer order with respect to all of the Covered Shares until the termination of this Agreement and that this Agreement places limits on the voting of the Covered Shares subject to the provisions of this Agreement.

Appears in 3 contracts

Samples: Support and Non Competition Agreement (Spirit of Texas Bancshares, Inc.), Support and Non Competition Agreement (Simmons First National Corp), Support and Non Competition Agreement (Spirit of Texas Bancshares, Inc.)

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Prohibition on Transfers, Other Actions. (a) Until the earlier of the receipt of the Seller Shareholder Approval or From the date on which hereof until the Merger Agreement is terminated in accordance with its termsExpiration Time, the Individual Shareholder hereby agrees not to (i) Transfer any of the Covered Shares Shares, Beneficial Ownership thereof or any other interest specifically in the Covered Shares therein unless such Transfer is a Permitted Transfer; (ii) enter into any Contract 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, the IndividualShareholder’s representations, warranties, covenants and obligations under this Agreement; (iii) except as otherwise permitted by this Agreement or by Orderorder of a court of competent jurisdiction, take any action that could would restrict or otherwise adversely affect the IndividualShareholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him him, her or her in accordance with this Agreement, it or otherwise comply with and perform his or her covenants and obligations under this Agreement; or (iv) publicly announce any intention to do any of the foregoing. Any Transfer in violation of this provision shall be void. Following the date hereof, Seller shall The Shareholder further agrees to authorize and request Green to notify its Green’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares until the termination of this Agreement Expiration Time and that this Agreement places limits on the voting Transfer of the Covered Shares subject to until the provisions of this AgreementExpiration Time.

Appears in 2 contracts

Samples: Voting Agreement (Veritex Holdings, Inc.), Voting Agreement (Veritex Holdings, Inc.)

Prohibition on Transfers, Other Actions. (a) Until the earlier of the receipt of the Seller Shareholder Approval or Expiration Date and the date on which the Merger Agreement is terminated in accordance with its termsadopted by the stockholders of the Company, the Individual hereby each Stockholder (severally and not jointly) agrees that it shall not to (ia) Transfer any of the such Stockholder’s Covered Shares Shares, Beneficial Ownership thereof or any other interest specifically in the Covered Shares therein unless such Transfer is a Permitted Transfer; (iib) enter into any Contract agreement 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, the Individualsuch Stockholder’s representations, warranties, covenants and obligations under this Agreement; or (iiic) except as otherwise permitted by this Agreement or by Order, take any action that could would restrict or otherwise affect the Individualsuch Stockholder’s legal power, authority and right or its ability to vote all of the Covered Shares then Beneficially Owned by him or her in accordance with this Agreement, or otherwise comply with and perform his or her its covenants and obligations under this Agreement; or (iv) publicly announce any intention to do any of the foregoing. Any Transfer in violation of this provision shall be voidvoid ab initio. Following Until the earlier of the Expiration Date and the date hereofon which the Merger Agreement is adopted by the stockholders of the Company, Seller each Stockholder (severally and not jointly) shall notify not request that the Company or its transfer agent that there register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder’s Covered Shares and hereby consents to the entry of stop transfer instructions by the Company of any transfer of such Stockholder’s Covered Shares, unless such transfer is a stop transfer order with respect to all of the Covered Shares until the termination of this Agreement and that this Agreement places limits on the voting of the Covered Shares subject to the provisions of this AgreementPermitted Transfer.

Appears in 2 contracts

Samples: Voting Agreement (Arthrocare Corp), Voting Agreement (OEP AC Holdings, LLC)

Prohibition on Transfers, Other Actions. (a) Until the earlier of the receipt of the Seller Xxxxxxx Shareholder Approval or the date on which the Merger Agreement is terminated in accordance with its terms, the Individual hereby agrees not to (i) Transfer any of the Covered Shares or any other interest specifically in the Covered Shares unless such Transfer is a Permitted Transfer; (ii) enter into any Contract 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, the Individual’s representations, warranties, covenants and obligations under this Agreement; (iii) except as otherwise permitted by this Agreement or by Order, take any action that could restrict or otherwise affect the Individual’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him or her in accordance with this Agreement, or otherwise comply with and perform his or her covenants and obligations under this Agreement; or (iv) publicly announce any intention to do any of the foregoing. Any Transfer in violation of this provision shall be void. Following the date hereof, Seller Xxxxxxx shall notify its transfer agent that there is a stop transfer order with respect to all of the Covered Shares until the termination of this Agreement and that this Agreement places limits on the voting of the Covered Shares subject to the provisions of this Agreement.

Appears in 1 contract

Samples: Support and Non Competition Agreement (Simmons First National Corp)

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Prohibition on Transfers, Other Actions. (a) Until the earlier of the receipt of the Seller Shareholder Approval or From the date on which hereof until the Merger Agreement is terminated in accordance with its termsExpiration Time, the Individual Shareholder hereby agrees not to (i) Transfer any of the Covered Shares Shares, Beneficial Ownership thereof or any other interest specifically in the Covered Shares therein unless such Transfer is a Permitted Transfer; (ii) enter into any Contract 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, the IndividualShareholder’s representations, warranties, covenants and obligations under this Agreement; (iii) except as otherwise permitted by this Agreement or by Orderorder of a court of competent jurisdiction, take any action that could would restrict or otherwise adversely affect the IndividualShareholder’s legal power, authority and right to vote all of the Covered Shares then Beneficially Owned by him him, her or her in accordance with this Agreement, it or otherwise comply with and perform his or her covenants and obligations under this Agreement; or (iv) publicly announce any intention to do any of the foregoing. Any Transfer in violation of this provision shall be void. Following the date hereof, Seller shall The Shareholder further agrees to authorize and request Veritex to notify its Veritex’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares until the termination of this Agreement Expiration Time and that this Agreement places limits on the voting Transfer of the Covered Shares subject to until the provisions of this AgreementExpiration Time.

Appears in 1 contract

Samples: Voting Agreement (Green Bancorp, Inc.)

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