Additional Covenants of the Investor. The Investor agrees with the Company:
Additional Covenants of the Investor. Each of the Investors, severally on behalf of and with respect to itself only, and not jointly with any other Investor, agrees with the Company as set forth below:
Additional Covenants of the Investor. The Investor agrees that for as long as the Investor and its affiliates and associates beneficially own at least five percent of the outstanding Common Stock and no change in control of Vitas (as defined in Section 3(a) hereof) has occurred, without the prior written approval of Vitas' Board of Directors, neither Chemed or the Investor nor any of their affiliates or associates will (i) call a special meeting of stockholders other than a special meeting of stockholders, the call of which is supported by Vitas' Board of Directors; (ii) institute, encourage or participate in any proxy solicitation with respect to any matter submitted or proposed to be submitted to a vote of Vitas stockholders; provided, however, that it is understood and agreed that this subparagraph shall not limit in any manner the ability of the Investor to vote its shares of Common Stock, subject to the limitations in Sections 1(d) and 11 hereof; (iii) publicly announce or propose or solicit any person or company to acquire, offer to acquire or agree to acquire, by merger, tender offer, purchase or otherwise, Vitas (including its subsidiaries) or a substantial portion of its (or its subsidiaries') assets or more than 10% of its Common Stock; (iv) have or seek to have any designee of Chemed and/or the Investor serve as the Chairman of the Board of Directors of Vitas or Vitas Services; (v) propose a director or directors in opposition to the nominees proposed by the management of Vitas or Vitas Services or the Board of Directors of Vitas or Vitas Services, other than as permitted in this Agreement; (vi) except as necessary or advisable solely in connection with the performance of duties by the Investor's designee as a member of the Boards of Directors of Vitas or Vitas Services, exercise or attempt to exercise, directly or indirectly, control or controlling influence over the management, policies or business operations of Vitas (including its subsidiaries) or (vii) enter into any transaction outside of the ordinary course of business with Vitas or any of its subsidiaries. The Investor further agrees that the Investor, its affiliates and associates will not act in concert with any person or entity or assist, and or abet any affiliate or associate to act, or act in concert, with any person or entity, in a manner which is inconsistent with the terms hereof or which attempts to evade any provision or requirement of this Agreement.
