Common use of Stop Transfer; Changes in Voting Shares Clause in Contracts

Stop Transfer; Changes in Voting Shares. (a) The Company Stockholder agrees with, and covenants to, Parent, HoldCo and Merger Sub that (i) this Agreement and the obligations hereunder shall attach to the Company Stockholder’s Subject Shares, and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, the Company Stockholder’s successors or assigns and (ii) the Company Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company Stockholder’s Subject Shares, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares (whether or not in breach of this Agreement), the transferor shall remain liable for the performance of all of the obligations of the Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.

Stop Transfer; Changes in Voting Shares. (a) The Each Company Stockholder agrees with, and covenants to, Parent, HoldCo Parent and Merger Sub that (i) this Agreement and the obligations hereunder shall attach to the such Company Stockholder’s Subject Voting Shares, Subject Options and Subject Units and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, the such Company Stockholder’s successors or assigns and (ii) the such Company Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company Stockholder’s Voting Shares, Subject SharesOptions or Subject Units, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Voting Shares, Subject Shares (whether Options or not in breach of this Agreement)Subject Units, the transferor shall remain liable for the performance of all of the obligations of the Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.

Stop Transfer; Changes in Voting Shares. (a) The Each Company Stockholder agrees with, and covenants to, Parent, HoldCo Parent and Merger Acquisition Sub that (i) this Agreement and the obligations hereunder shall attach to the such Company Stockholder’s Subject Shares, and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, the such Company Stockholder’s successors or assigns assigns, and (ii) the such Company Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the such Company Stockholder’s Subject Shares, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares (whether or not in breach of this Agreement)Shares, the transferor shall remain liable for the performance of all of the obligations of the Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.

Stop Transfer; Changes in Voting Shares. (a) The Each Company Stockholder agrees with, and covenants to, Parent, HoldCo Parent and Merger Acquisition Sub that (i) this Agreement and the obligations hereunder shall attach to the such Company Stockholder’s Voting Shares and Subject Shares, Options and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, the such Company Stockholder’s successors or assigns and (ii) the such Company Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company Stockholder’s Voting Shares or Subject SharesOptions, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Voting Shares or Subject Shares (whether or not in breach of this Agreement)Options, the transferor shall remain liable for the performance of all of the obligations of the Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.

Stop Transfer; Changes in Voting Shares. (a) The Each Company Stockholder agrees with, and covenants to, Parent, HoldCo Parent and Merger Acquisition Sub that (i) this Agreement and the obligations hereunder shall attach to the such Company Stockholder’s Voting Shares and Subject Shares, Options and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, the such Company Stockholder’s successors or assigns and (ii) the such Company Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company Stockholder’s Voting Shares or Subject SharesOptions, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Voting Shares or Subject Shares (whether or not in breach of this Agreement)Options, the transferor shall remain liable for the performance of all of the obligations of the applicable Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.

Stop Transfer; Changes in Voting Shares. (a) The Company Stockholder agrees with, and covenants to, Parent, HoldCo and Merger Sub that (i) this Agreement and the obligations hereunder shall attach to the Company Stockholder’s Subject Shares, and shall be binding upon any person or entity to which legal or beneficial ownership shall shall, to the extent permissible by law, pass, whether by operation of law or otherwise, including, without limitation, the Company Stockholder’s successors or assigns and (ii) the Company Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company Stockholder’s Subject Shares, unless such transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares (whether or not in breach of this Agreement), the transferor shall remain liable for the performance of all of the obligations of the Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.

Stop Transfer; Changes in Voting Shares. (a) The Company Stockholder agrees with, and covenants to, Parent, HoldCo Parent and Merger Acquisition Sub that (i) this Agreement and the obligations hereunder shall attach to the Company Stockholder’s Subject Shares, Subject Options and Subject Restricted Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, the Company Stockholder’s successors or assigns and (ii) the Company Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company Stockholder’s Subject Shares, Subject Options or Subject Restricted Shares, unless such transfer Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares (whether or not in breach of this Agreement), the transferor shall remain liable for the performance of all of the obligations of the Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.

Stop Transfer; Changes in Voting Shares. (a) The Each Company Stockholder agrees with, and covenants to, Parent, HoldCo Parent and Merger Acquisition Sub that (i) this Agreement and the obligations hereunder shall attach to the such Company Stockholder’s Subject Shares, Subject Options and Subject Restricted Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, the such Company Stockholder’s successors or assigns and (ii) the such Company Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company Stockholder’s Subject Shares, Subject Options or Subject Restricted Shares, unless such transfer Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares (whether or not in breach of this Agreement), the transferor shall remain liable for the performance of all of the obligations of the Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.

Stop Transfer; Changes in Voting Shares. (a) The Company Stockholder agrees with, and covenants to, Parent, HoldCo Parent and Merger Sub that (i) this Agreement and the obligations hereunder shall attach to the Company Stockholder’s Subject Shares, Shares and Subject Restricted Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, the Company Stockholder’s successors or assigns and (ii) the Company Stockholder shall not request that the Company register the transfer Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company Stockholder’s Subject Shares or Subject Restricted Shares, unless such transfer Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares (whether or not in breach of this Agreement), the transferor shall remain liable for the performance of all of the obligations of the Company Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.

Stop Transfer; Changes in Voting Shares. (a) The Company Such Stockholder agrees with, and covenants to, Parent, HoldCo Parent and Merger Sub that (i) this Agreement and the obligations hereunder shall attach to the Company such Stockholder’s Subject Shares, Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, the Company such Stockholder’s successors successors, heirs, legal representatives, trustees, executors or assigns and (ii) the Company such Stockholder shall not request that the Company register the transfer Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of the Company such Stockholder’s Subject Shares, unless such transfer Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Subject Shares (whether or not in breach of this Agreement)Shares, the transferor shall remain liable for the performance of all of the obligations of the Company applicable Stockholder under this Agreement, except for any such Transfer pursuant to the Merger Agreement or the Offer.