Common use of Transfer and Encumbrance Clause in Contracts

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options or New Shares.

Appears in 6 contracts

Samples: Voting Agreement (Ims Health Inc), Merger Agreement (Trizetto Group Inc), Merger Agreement (Ims Health Inc)

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Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options Shares or New SharesShares (other than the disposition in market transactions of New Shares acquired upon exercise of any employee stock options, on notice to Tek, as necessary to pay the tax liabilities incurred upon exercise of any such options).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Tekinsight Com Inc), Agreement and Plan of Merger (Data Systems Network Corp), Voting Agreement (Tekinsight Com Inc)

Transfer and Encumbrance. On or after the date hereof and during ------------------------ the term of this Agreement, each of the Stockholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options Shares or New Shares, unless the transferee agrees in written form satisfactory to the Company to be bound by the terms of this Agreement.

Appears in 4 contracts

Samples: Parent Voting Agreement (Ohm Corp), Parent Voting Agreement (Tc Group LLC), Parent Voting Agreement (Ohm Corp)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreementhereof, each of the Stockholders severally agrees not to voluntarily transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber ("Transfer") any of such Stockholder's Shares, Options his or her Securities or New SharesSecurities prior to the earlier of (a) the immediately following adoption of the Merger Agreement by the Company Requisite Vote or (b) the date this Agreement shall be terminated in accordance with its terms.

Appears in 3 contracts

Samples: Stockholders Agreement (Clearview Cinema Group Inc), Stockholders Agreement (Clearview Cinema Group Inc), Stockholders Agreement (CSC Holdings Inc)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options Shares or New Shares.

Appears in 3 contracts

Samples: Voting Agreement (Helu Carlos Slim), Voting Agreement (Return on Investment Corp), Voting Agreement (Return on Investment Corp)

Transfer and Encumbrance. On or after the date hereof and during ------------------------ the term of this Agreement, each of the Stockholders Shareholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such StockholderShareholder's Shares, Options Shares or New Shares, except for tenders of such Shares into the Offer, unless the transferee agrees in written form satisfactory to Parent to be bound by the terms of this Agreement.

Appears in 3 contracts

Samples: Company Voting Agreement (International Technology Corp), Company Voting Agreement (Ohm Corp), Company Voting Agreement (Ohm Corp)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders such Stockholder agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options or New SharesSubject Shares except as pursuant to the terms of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Utix Group Inc), Voting Agreement (Utix Group Inc)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders Stockholder agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options the Stockholder Shares or New Shares.

Appears in 2 contracts

Samples: Voting Agreement (Variagenics Inc), Voting Agreement (Hyseq Inc)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options Shares or New SharesShares (as defined in Section 7).

Appears in 2 contracts

Samples: Voting Agreement (Peoplepc Inc), Voting Agreement (Softbank Corp)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options or New Shares., except as set forth on EXHIBIT A.

Appears in 2 contracts

Samples: Voting Agreement (Ims Health Inc), Voting Agreement (Ims Health Inc)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders Stockholder agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such the Stockholder's Shares, Options or New SharesSubject Shares except as pursuant to the terms of this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Utix Group Inc), Voting Agreement (Utix Group Inc)

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Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders Stockholder agrees not to transfertransfer (except pursuant to the Merger Agreement or as otherwise required by law or court order), sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options the Stockholder Shares or New Shares.

Appears in 1 contract

Samples: Form of Voting Agreement (EPIX Pharmaceuticals, Inc.)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Subject Shares, Options or New SharesShares (as defined in Section 7).

Appears in 1 contract

Samples: Voting Agreement (Liberty Media Corp /De/)

Transfer and Encumbrance. On or after the date hereof and during the ------------------------ term of this Agreement, each of the Stockholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options Shares or New Shares.

Appears in 1 contract

Samples: Voting Agreement (SBC Communications Inc)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders Shareholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options Shareholder’s Shares or New Shares.

Appears in 1 contract

Samples: Voting Agreement (VeriFone Holdings, Inc.)

Transfer and Encumbrance. On or after The Stockholder agrees that, prior to the date hereof and during Termination Date, the term of this Agreement, each of the Stockholders agrees Stockholder shall not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber (or enter into an agreement to do any of such Stockholder's Shares, Options or New Sharesthe foregoing) any of the Subject Securities.

Appears in 1 contract

Samples: Voting and Conversion Agreement (Liquid Audio Inc)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders agrees shall not to transfer, sell, offer, assign, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options Shares or New SharesShares or enter into any contract, option or other arrangement with respect to any of the foregoing except that a Stockholder may transfer Shares or New Shares held thereby to any partner of such Stockholder so long as the transferee shall agree to be bound by this Agreement.

Appears in 1 contract

Samples: Option and Voting Agreement (Protection One Alarm Monitoring Inc)

Transfer and Encumbrance. On or after the date hereof and during the term of this Agreement, each of the Stockholders agrees not to transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Stockholder's Shares, Options or New Shares., except as set forth on EXHIBIT A

Appears in 1 contract

Samples: Voting Agreement (Ims Health Inc)

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