Stop Transfer. Each Stockholder agrees with, and covenants to, CenterPoint that such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this Agreement. Without limiting the covenants in Section 1, in the event of a stock dividend or distribution, or any change in Company Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 6 contracts
Sources: Voting Agreement (Centerpoint Advisors Inc), Voting Agreement (Centerpoint Advisors Inc), Voting Agreement (Centerpoint Advisors Inc)
Stop Transfer. Each Stockholder agrees with, and covenants to, CenterPoint Parent that such Stockholder shall not request that the Company and, the Company agrees that it will not, register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this AgreementAgreement (including the provisions of Section 2 hereof). Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 4 contracts
Sources: Stockholders Agreement (Hadco Acquisition Corp), Stockholders Agreement (Hadco Acquisition Corp Ii), Stockholders Agreement (Hadco Acquisition Corp Ii)
Stop Transfer. Each Stockholder agrees with, and covenants to, CenterPoint Parent that such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this AgreementAgreement (including the provisions of Section 2 hereof). Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchangedexchanged and the Purchase Price shall be amended as may be appropriate to reflect such event.
Appears in 3 contracts
Sources: Merger Agreement (Atrium Corp), Merger Agreement (Ply Gem Industries Inc), Merger Agreement (Silverman Jeffrey S)
Stop Transfer. Each Stockholder agrees with, and covenants to, CenterPoint Parent that such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this AgreementAgreement (including the provisions of Section 2 hereof). Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchangedexchange.
Appears in 2 contracts
Sources: Stockholders Agreement (Uniforce Services Inc), Stockholders Agreement (Comforce Corp)
Stop Transfer. Each (a) Stockholder agrees with, and covenants to, CenterPoint Parent and the Company that such Stockholder shall will not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Sharesthe Securities, unless such transfer is made in compliance with this Agreement. Without limiting the covenants in Section 1, in .
(b) In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests share or the likelike other than pursuant to the Merger, the term "Existing Shares" shall will be deemed to refer to and include the Shares shares of the Company Common Stock as well as all such stock dividends and distributions and any shares or other equity interests into which or for which any or all of the Shares Securities may be changed or exchangedexchanged and appropriate adjustments shall be made to the terms and provisions of this Agreement.
Appears in 2 contracts
Sources: Voting Agreement (Exe Technologies Inc), Voting Agreement (Exe Technologies Inc)
Stop Transfer. Each Stockholder agrees with, and covenants to, CenterPoint the Parent that during the term of this Agreement, such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this AgreementAgreement (including the provisions of Section 2 hereof). Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 2 contracts
Sources: Stockholders Agreement (Massachusetts Mutual Life Insurance Co), Stockholders Agreement (Mutual Risk Management LTD)
Stop Transfer. Each Stockholder agrees with, with and covenants to, CenterPoint to Parent and Merger Sub that such Stockholder shall not request that the Company and, the Company agrees that it will not, register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this Agreement. Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 1 contract
Sources: Stockholders' Agreement (Autologic Information International Inc)
Stop Transfer. Each The Stockholder agrees with, with and covenants to, CenterPoint to -------------- Parent and Merger Sub that such the Stockholder shall not request that the Company and, the Company agrees that it will not, register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such the Stockholder's Shares, unless such transfer is made in compliance with this Agreement. Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 1 contract
Sources: Stockholder's Agreement (Agfa Corp)
Stop Transfer. Each The Stockholder agrees with, with and covenants to, CenterPoint to Parent and Merger Sub that such the Stockholder shall not request that the Company and, the Company agrees that it will not, register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such the Stockholder's Shares, unless such transfer is made in compliance with this Agreement. Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 1 contract
Sources: Stockholder Agreement (Autologic Information International Inc)
Stop Transfer. Each Stockholder agrees with, and covenants to, CenterPoint Parent that such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this AgreementAgreement (including the provisions of Section 2 hereof). Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 1 contract
Stop Transfer. Each Stockholder agrees with, with and covenants to, CenterPoint to -------------- Parent and Merger Sub that such Stockholder shall not request that the Company and, the Company agrees that it will not, register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this Agreement. Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 1 contract
Sources: Stockholders' Agreement (Agfa Corp)
Stop Transfer. Each Stockholder agrees with, and covenants to, CenterPoint Redback that such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made pursuant to and in compliance with this Agreement. Without limiting the covenants in Section 1, in In the event of a stock dividend or distributiondistribution of capital stock of the Company, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such shares of the Company's capital stock issued or distributed pursuant to such stock dividends and distributions and any shares or other equity interests of the Company's capital stock into which or for which any or all of the Shares may be so changed or exchanged.
Appears in 1 contract
Stop Transfer. Each Stockholder agrees with, and covenants to, CenterPoint the Parent that during the term of this Agreement, such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this AgreementAgreement (including the provisions of Article 2 hereof). Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 1 contract
Sources: Stockholders' Voting Agreement (Jenny Craig Inc/De)
Stop Transfer. Each During the Term, Stockholder agrees with, and covenants to, CenterPoint Parent that such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's SharesShares with respect to which Stockholder has voting power, unless such transfer is made pursuant to and in compliance with this Agreement. Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in Company the Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 1 contract
Sources: Irrevocable Proxy and Voting/Lock Up Agreement (Excelon Corp)
Stop Transfer. Each Stockholder agrees with, and covenants to, CenterPoint Parent that such Stockholder shall not request that the Company, and the Company agrees that it will not, register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this AgreementAgreement (including, without limitation, the provisions of Section 2 hereof). Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 1 contract
Sources: Stockholders Agreement (Digene Corp)
Stop Transfer. Each Stockholder agrees with, and covenants to, CenterPoint AGT that such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Stockholder's Shares, unless such transfer is made in compliance with this AgreementAgreement (including the provisions of Section 3(a)(vii) hereof). Without limiting the covenants in Section 1, in In the event of a stock dividend or distribution, or any change in the Company Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or other equity interests 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 or other equity interests into which or for which any or all of the Shares may be changed or exchanged.
Appears in 1 contract