Common use of Transfer of the Shares Clause in Contracts

Transfer of the Shares. (a) Prior to the termination of this Agreement, the Stockholder shall not: (i) 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; (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of the Stockholder's obligations hereunder or the transactions contemplated hereby.

Appears in 5 contracts

Samples: Exhibit 6 Stockholder Agreement (Ivillage Inc), Stockholder Agreement (Promotions Com Inc), Exhibit 4 Stockholder Agreement (Ivillage Inc)

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Transfer of the Shares. (a) Prior to the termination of this Agreement, the Stockholder shall not: (i) 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; (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares or (v) take any other action that would in any way restrict, limit or interfere with the performance of the Stockholder's obligations hereunder or the transactions contemplated hereby. Notwithstanding the foregoing, the Stockholder may Transfer the At Home Shares as directed by an At Home Bankruptcy Decision.

Appears in 3 contracts

Samples: Berg Stockholder Agreement (Ivillage Inc), Berg Stockholder Agreement (Promotions Com Inc), Exhibit 3 Berg Stockholder Agreement (Ivillage Inc)

Transfer of the Shares. (a) Prior to the termination of this Agreement, the except as otherwise provided herein, Stockholder shall not: (i) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing ("Transfer"), any or all of the Subject Shares or any right or interest therein; (ii) enter into any contract, option or other agreement, arrangement agreement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Subject Shares; (iv) deposit any of the Subject Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Subject Shares; or (v) take any other action that action, in each case if the same would in any way restrict, limit or interfere with the performance of the Stockholder's obligations hereunder or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Loan Option Agreement (Fog Cutter Capital Group Inc), Property Option Agreement (Fog Cutter Capital Group Inc)

Transfer of the Shares. (a) Prior to the termination of this AgreementTermination Date, the Stockholder Principal Stockholders shall not: (i) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing ("Transfer"), with regard to any or all of the Shares or any right or interest therein; (ii) enter into any contract, option or other agreement, arrangement agreement or understanding with respect to any TransferTransfer of the Shares; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (iv) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Shares; or (v) except in fulfillment of their fiduciary obligations as directors of the Company, take any other action that would in any way restrict, limit or interfere with the performance of the Stockholder's Principal Stockholders' obligations hereunder or the transactions contemplated hereby.

Appears in 1 contract

Samples: Form of Voting Agreement (Evtc Inc)

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Transfer of the Shares. (a) Prior to the termination of this Agreement, the Stockholder shall agrees that, except pursuant to this Agreement, it will not: (ia) transfer, assign, sell, gift-over, pledge or otherwise dispose ofof or encumber, or consent to any of the foregoing ("Transfer"), any or all of the Shares or any right or interest therein; (iib) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iiic) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Shares; (ivd) deposit any of the Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Shares Shares; or (ve) take any other action that would in any way restrict, limit or interfere with the performance of the Stockholder's ’s obligations hereunder or the transactions contemplated hereby.

Appears in 1 contract

Samples: Support Agreement (Smithkline Beecham Corp)

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