Common use of Transfer of the Shares Clause in Contracts

Transfer of the Shares. Prior to the termination of this Agreement, except as otherwise provided herein, Shareholder shall not: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; (e) exercise, or give notice of an intent to exercise, any Options unless the Shares underlying such Options become subject to this Agreement upon such Option exercise; or (f) take any other action that would in any way restrict, limit or interfere with the performance of Shareholder’s obligations hereunder or the transactions contemplated hereby.

Appears in 3 contracts

Samples: Tender and Voting Agreement, Tender and Voting Agreement (Stryker Corp), Tender and Voting Agreement (Orthovita Inc)

AutoNDA by SimpleDocs

Transfer of the Shares. Prior to the termination of this Agreement, except as otherwise provided herein, Shareholder Stockholder shall not: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; (e) exercise, or give notice of an intent to exercise, any Options unless the Shares underlying such Options become subject to this Agreement upon such Option exercise; or (f) take any other action action, other than in Stockholder’s capacity as an officer or director of the Company, that would in any way restrict, limit or interfere with the performance of ShareholderStockholder’s obligations hereunder or the transactions contemplated hereby.

Appears in 3 contracts

Samples: Tender and Voting Agreement (Flexsteel Industries Inc), Tender and Voting Agreement (Dmi Furniture Inc), Stockholders’ Agreement (Acxiom Corp)

Transfer of the Shares. Prior to the termination of this Agreement, except as otherwise provided herein, Shareholder shall not: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; (e) exercise, or give notice of an intent to exercise, any Options unless the Shares underlying such Options become subject to this Agreement upon such Option exercise; or (f) take any other action action, other than in Shareholder’s capacity as an officer or director of the Company, that would in any way restrict, limit or interfere with the performance of Shareholder’s obligations hereunder or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Voting Agreement (Stryker Corp), Tender and Voting Agreement (Orthovita Inc)

Transfer of the Shares. (a) Prior to the termination of this Agreement, except as otherwise provided herein, Shareholder the Stockholder shall not: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing ("Transfer"), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; (e) exercise, or give notice of an intent to exercise, any Options unless the Shares underlying such Options become subject to this Agreement upon such Option exercise; or (f) take any other action that would in any way restrict, limit or interfere with the performance of Shareholder’s the Stockholder's obligations hereunder or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Tender and Voting Agreement (Cendant Corp), Tender and Voting Agreement (Cendant Corp)

AutoNDA by SimpleDocs

Transfer of the Shares. Prior to the termination of this Agreement, except as otherwise provided herein, Shareholder each Stockholder shall not: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing ("Transfer"), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; (e) exercise, or give notice of an intent to exercise, any Options unless the Shares underlying such Options become subject to this Agreement upon such Option exercise; or (f) take any other action action, other than in Stockholder's capacity as an officer or director of the Company, that would in any way restrict, limit or interfere with the performance of Shareholder’s Stockholder's obligations hereunder or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stockholder Agreement (Pure World Inc), Stockholder Agreement (Naturex S.A.)

Transfer of the Shares. Prior to the termination of this Agreement, except as otherwise provided herein, Shareholder shall notno Stockholder shall: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (“Transfer”), any or all of the Shares or any right or interest therein; (b) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (c) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (d) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares; (e) exercise, or give notice of an intent to exercise, any Options unless the Shares underlying such Options become subject to this Agreement upon such Option exercise; or (f) take any other action that would in any way restrict, limit or interfere with the performance of Shareholderthe Stockholder’s obligations hereunder or the transactions contemplated hereby.

Appears in 1 contract

Samples: Voting Agreement (Landacorp Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.