Common use of Restrictions on Transfer, Etc Clause in Contracts

Restrictions on Transfer, Etc. Except as expressly provided for herein or in the Merger Agreement, each Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Common Stock or Stock Options; (ii) tender any Owned Common Stock or Stock Options into any tender or exchange offer or otherwise; or (iii) otherwise restrict the ability of such Stockholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Notwithstanding the foregoing, each Stockholder may make Transfers of Owned Common Stock for estate planning or similar purposes or to such Stockholder's Affiliates, stockholders, members or partners so long as either (i) such Stockholder retains control over the voting of such Owned Common Stock and agrees in writing prior to such Transfer to continue to vote such Owned Common Stock in accordance with this Agreement, or (ii) the transferee agrees to be bound by the provisions of this Agreement. Each Stockholder further agrees to authorize, and hereby authorizes, the Purchaser Parties and the Company to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Owned Common Stock and that this Agreement places limits on the transfer of the Owned Common Stock.

Appears in 3 contracts

Samples: Voting Agreement (Admiral Byrd Acquisition Sub, Inc.), Voting Agreement (Avx Corp), Voting Agreement (American Technical Ceramics Corp)

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Restrictions on Transfer, Etc. Except as expressly provided for herein or in the Merger Agreementherein, each Contributing Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Common Stock or Stock OptionsShares; (ii) tender any Owned Common Stock or Stock Options Shares into any tender or exchange offer or otherwise; (iii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to such Contributing Stockholder’s Owned Shares or (iiiiv) otherwise restrict the ability of such Contributing Stockholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Notwithstanding the foregoing, each Contributing Stockholder may make Transfers transfers of Owned Common Stock Shares (a) for estate planning or similar purposes or to such Stockholder's Affiliates, stockholders, members or partners so long as either (i) such Contributing Stockholder or another Contributing Stockholder retains control over the voting and disposition of such Owned Common Stock Shares and agrees in writing prior to such Transfer to continue to vote such Owned Common Stock Shares in accordance with this Agreement, or Agreement and (iib) pursuant to the transferee agrees to be bound by the provisions Equity Rollover Commitment of this Agreementsuch Contributing Stockholder. Each Contributing Stockholder further agrees to authorize, authorize and hereby authorizes, the Purchaser Parties authorizes Parent and the Company to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Owned Common Stock Shares and that this Agreement places limits on the transfer voting of the Owned Common StockShares.

Appears in 2 contracts

Samples: Voting Agreement (Station Casinos Inc), Voting Agreement (Station Casinos Inc)

Restrictions on Transfer, Etc. Except as expressly provided for herein or as contemplated in the Merger AgreementEquity Rollover Commitment Letter, each Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Common Stock Shares or Company Stock Options; (ii) tender any Owned Common Stock Shares or Company Stock Options into any tender or exchange offer or otherwise; or (iii) otherwise restrict the ability of such Stockholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Notwithstanding the foregoing, each Stockholder may make Transfers transfers of Owned Common Stock Shares for estate planning or similar purposes or to such Stockholder's Affiliates, stockholders, members or partners so long as either (i) such Stockholder retains control over the voting and disposition of such Owned Common Stock Shares and agrees in writing prior to such Transfer to continue to vote such Owned Common Stock Shares in accordance with this Agreement, or (ii) the transferee agrees to be bound by the provisions of this Agreement. Each Stockholder further agrees to authorize, authorize and hereby authorizes, authorizes the Purchaser Parties and the Company to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Owned Common Stock Shares and that this Agreement places limits on the transfer voting of the Owned Common StockShares.

Appears in 1 contract

Samples: Voting Agreement (Kinder Morgan Inc)

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Restrictions on Transfer, Etc. Except as expressly provided for herein or as contemplated in the Merger AgreementEquity Rollover Commitment Letter, each Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Common Stock Shares or Company Stock Options; (ii) tender any Owned Common Stock Shares or Company Stock Options into any tender or exchange offer or otherwise; or (iii) otherwise restrict the ability of such Stockholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Notwithstanding the foregoing, each Stockholder may make Transfers transfers of Owned Common Stock Shares for estate planning or similar purposes or to such Stockholder's Affiliates, stockholders, members or partners so long as either (i) such Stockholder retains control over the voting and disposition of such Owned Common Stock Shares and agrees in writing prior to such Transfer to continue to vote such Owned Common Stock Shares in accordance with this Agreement, or (ii) the transferee agrees to be bound by the provisions of this Agreement. Each Stockholder further agrees to authorize, authorize and hereby authorizes, authorizes the Purchaser Parties and the Company to notify the Company's ’s transfer agent that there is a stop transfer order with respect to all of the Owned Common Stock Shares and that this Agreement places limits on the transfer voting of the Owned Common StockShares.

Appears in 1 contract

Samples: Voting Agreement (Kinder Morgan Inc)

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