Agreement to Vote, Restrictions on Dispositions, Etc Sample Clauses

Agreement to Vote, Restrictions on Dispositions, Etc a. Partner hereby agrees to attend any partners meeting of the Seller Partnership, in person or by proxy, and to vote (or cause to be voted) all Units, and any other voting securities of the Seller Partnership, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments"), such agreements to vote to apply also to any adjournment of such partner meeting of the Seller Partnership. 144 Partner agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents of even date herewith executed by Partner (the "Consents"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents.
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Agreement to Vote, Restrictions on Dispositions, Etc a. Each Stockholder hereby agrees to attend any stockholders meeting of the Company, in person or by proxy, and to vote (or cause to be voted) all Shares, and any other voting securities of the Company, owned by such Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, for approval and adoption of the Merger Agreement and the Merger, and the transactions contemplated by the Merger Agreement, such agreement to vote to apply also to any adjournment of such stockholder meeting of the Company. Each Stockholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the Limited Irrevocable Proxy of even date herewith executed by Stockholders in favor of the Company ("Irrevocable Proxy").
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Agreement to Vote, Restrictions on Dispositions, Etc a. Shareholder hereby agrees to attend the Company Shareholder Meeting, in person or by proxy, and to vote (or cause to be voted) all Shares, and any other voting securities of the Company owned by Shareholder, whether issued heretofore or hereafter, that such person owns or has the right to vote, for approval of the Merger Agreement (as amended from time to time), and the transactions contemplated by the Merger Agreement (including, without limitation, any payments or benefits to Company employees that would, in the absence of shareholder approval, constitute "excess parachute payments," as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended), such agreement to vote to apply also to any shareholder meeting following the adjournment of the Company Shareholder Meeting at which the shareholders of the Company are voting to approve the Merger Agreement or the transactions contemplated thereby. Shareholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the Limited Irrevocable Proxy of even date herewith executed by Shareholder in favor of Parent ("Irrevocable Proxy").
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Agreement to Vote, Restrictions on Dispositions, Etc. (a) Each Shareholder hereby agrees to attend the TP Special Meeting, in person or by proxy, and to vote (or cause to be voted) all Shares, and any other voting securities of TP owned by such Shareholder whether issued heretofore or hereafter (including any shares of TP common stock issued in connection with the exercise or conversion of a Convertible Security), that such person owns or has the right to vote, for approval and adoption of the Merger Agreement (as amended from time to time) and the Plan of Merger, and the transactions contemplated by the Merger Agreement, such agreement to vote to apply also to any adjournment of the TP Special Meeting. Each Shareholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement.
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Agreement to Vote, Restrictions on Dispositions, Etc. During the term of the Agreement:
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Agreement to Vote, Restrictions on Dispositions, Etc a. Stockholder hereby agrees to attend the Company Stockholder Meeting, in person or by proxy, and to vote (or cause to be voted) all Shares, and any other voting securities of the Company, owned by Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, for approval and adoption of the Merger Agreement (as amended from time to time) and the Merger, and the transactions contemplated by the Merger Agreement, such agreement to vote to apply also to any adjournment of the Company Stockholder Meeting. Stockholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the Limited Irrevocable Proxy of even date herewith executed by Stockholder in favor of Parent ("Irrevocable Proxy"). b. Stockholder hereby agrees that, without the prior written consent of Parent, Stockholder shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Shares and any other voting securities of the Company that Stockholder owns beneficially or otherwise. Stockholder agrees that Parent may instruct the Company to enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Company Common Shares against the transfer of Shares and any other voting securities of the Company that Stockholder owns beneficially or otherwise. If requested by Parent, Stockholder agrees to surrender to the transfer agent(s) and registrar(s) of the Company Common Shares certificates representing Company Common Shares registered in the name of Stockholder, in exchange for certificates representing Company Common Shares containing a legend to the effect of the following: The shares represented by this certificate are subject to restrictions on transfer and disposition as set forth in the Voting Agreement dated as of November 13, 1995 among IMC Global Inc., a Delaware corporation, and Great American Management and Investment, Inc. A copy of such agreement may be obtained from the Secretary of the Company. Upon the termination of this Agreement pursuant to Section 6, Stockholder shall have the right to unilaterally instruct the transfer agent(s) and registrar(s) of the Company Common Shares to deliver to the Stockholder certificates representing Company Common Shares registered in the name of the Stockholder and not bearing the foregoing legend in exchange for certificates represent...
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Related to Agreement to Vote, Restrictions on Dispositions, Etc

  • Restrictions on Dispositions Shareholder agrees that, from and after the date of this Agreement and through the Effective Time, he or she will not take any action that will alter or affect in any way the right to vote the Shares, except (i) with the prior written consent of Bancorp or (ii) to change such right from that of a shared right of Shareholder to vote the Shares to a sole right of Shareholder to vote the Shares.

  • Restrictions on Disposition The Stockholder hereby agrees, except as permitted in this Section 4(a) and Section 4(b) below, not to directly or indirectly, offer to sell, contract to sell, transfer, assign, cause to be redeemed or otherwise sell or dispose of any of the Parent Shares (collectively a "Disposition") received by the stockholder in connection with the Merger without the prior written consent of Cordiant. Notwithstanding anything to the contrary provided in this Agreement, the Stockholder shall have the right to transfer Parent Shares (i) to any Family Member, (ii) to the trustee or trustees of a trust solely (except for remote contingent interests) for the benefit of the Stockholder and/or one or more Family Members and/or a charitable organization (a "Family Member Trust"), (iii) to a foundation created or established by the Stockholder, or any other charitable organization, (iv) to a corporation of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding capital stock, (v) to a limited liability company of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the outstanding membership interests, (vi) to a partnership of which the Stockholder and/or any Family Member and/or any Family Member Trust owns all of the partnership interests, (vii) to the executor, administrator or personal representative of the estate of the Stockholder or any other Family Member, or (viii) to any guardian, trustee or conservator appointed with respect to the assets of the Stockholder, provided, that in the case of any such transfer, the transferee shall execute an agreement to be bound by the terms of this Agreement (each such transfer, a "Permitted Transfer" and, collectively, the "Permitted Transfers"). For purposes of this Agreement, "Family Member" shall mean (a) the Stockholder's spouse, if living with the Stockholder, (b) any one of the following: the Stockholder's father, mother, issue, brother or sister, and the issue of a brother or sister, and (c) the spouse of any Family Member described in (b) above, if the spouse shall be living with that Family Member. The Stockholder hereby agrees and consents to the entry of stop transfer instructions with Cordiant's transfer agent against the transfer of such Parent Shares except in compliance with this Agreement. Notwithstanding the foregoing, the Stockholder may pledge, hypothecate or otherwise grant a security interest in all or a portion of the Parent Shares beneficially owned by him during the term of this Agreement; provided, however, that any Person receiving such Parent Shares shall be subject to all of the restrictions on Disposition of such Parent Shares imposed by this Agreement to the same extent as the Stockholder.

  • Limitations on Disposition No Grantor will sell, license, lease, transfer or otherwise dispose of any of the Collateral, or attempt or contract to do so except as permitted by the Credit Agreement.

  • Further Limitations on Disposition The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

  • Limitation on Restrictions on Distributions from Restricted Subsidiaries (a) The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

  • Limitations on Dispositions of Collateral The Debtor will not sell, transfer, lease, or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so other than dispositions of Inventory in the ordinary course of the Debtor’s business; provided, however that the Debtor will be allowed to grant licenses to its products and related documentation in the ordinary course of business and to establish or provide for escrows of related intellectual property in connection therewith.

  • Limitation on Restrictions on Subsidiary Distributions Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Class I Restricted Subsidiary (or, in the case of clause (a) only, any Class II Restricted Subsidiary of the Borrower) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Class I Restricted Subsidiary, (b) make Investments in the Borrower or any other Class I Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Class I Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending such Disposition and (iii) agreements, instruments and documents of the types described in clauses (b) through (l) of Section 7.12 (provided, that, in the case of any such type that is limited to certain assets (including Capital Stock) or Persons, the permission in this clause (iii) shall also be limited to such assets or Persons after giving effect to the final sentence of Section 7.12) and negotiated in good faith and not with the purpose of avoiding the restrictions of this Section. Notwithstanding any of the foregoing, the ability of any Class II Restricted Subsidiary to make Restricted Payments may be subject to encumbrances and restrictions imposed by agreements or instruments relating to any Non-Recourse Debt of such Class II Restricted Subsidiary.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

  • Limitations on Sale Leasebacks The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into or effect any Sale Leasebacks, other than Permitted Sale Leasebacks.

  • Restrictions on Sales Except in connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ for twelve (12) months following the Closing. In connection with any registration under this Section 7, no Seller shall sell any shares of Common Stock of EYEQ or securities convertible into or exercisable for Common Stock of EYEQ, except pursuant to such registration, for the period following the effective date of the applicable registration statement that the managing underwriter of the offering determines is necessary to effect the offering, which period shall not exceed 360 days.

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