Additional Covenants of the Stockholder. The Stockholder hereby covenants and agrees that until the valid termination of this Agreement in accordance with Section 5.2:
Additional Covenants of the Stockholder. The Stockholder hereby covenants to each of Cordiant and Sub as follows:
Additional Covenants of the Stockholder. The Stockholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates:
(a) The Stockholder will deliver to Parent at Parent's request a written representation confirming, as of immediately prior to the Effective Time, the accuracy of the representations and warranties contained in Section 3.
(b) As of the date hereof, the Stockholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement.
Additional Covenants of the Stockholder. The Stockholder hereby covenants and agrees with McKesson and Merger Sub that, until this Agreement terminates:
(a) The Stockholder will not at any time, directly or indirectly, solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any Competing Transaction, and will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for a Competing Transaction.
(b) The Stockholder shall take all actions necessary to call, or cause AmeriSource to call, the AmeriSource Stockholders Meeting, in accordance with the provisions of the Merger Agreement, and shall use his best efforts to cause such meeting to be held and completed on the date scheduled for such meeting.
(c) The Stockholder will not, during the 30 days prior to the Effective Time, sell, transfer or otherwise dispose of or reduce his risk (as contemplated by the SEC Accounting Series Release No. 135) with respect to the Shares or shares of Parent Common Stock that he may hold. Provided that McKesson is not in breach of the provisions of Section 5(b), the Stockholder will not sell, transfer or otherwise dispose of or reduce his risk (as contemplated by SEC Accounting Series Release No. 135) with respect to any Parent Common Stock received by him in the Merger or any other shares of Parent Common Stock until after such time as combined financial results (including combined sales and net income) covering at least 30 days of combined operations of AmeriSource and Parent have been published by Parent, in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10Q or 8-K, or any other public filing or announcement which includes such combined results of operations.
(d) The Stockholder will deliver to McKesson at McKesson's request (i) a written representation confirming, as of immediately prior to the Effective Time, the accuracy of the representations and warranties contained in Section 4, and (ii) such additional written representations as may be reasonably requested by Dechert, Price & Rhoads or Fried, Frank, Xxxxxx, Shriver & Jacobson.
(x) Txx Xxxxxholder will not take any action which would jeopardize qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code.
(f) The Stockholder will execute...
Additional Covenants of the Stockholder. (a) The Stockholder will furnish to Nipro and the Acquisition Corporation all information required for any notification, application or other filing to be made pursuant to the rules and regulations of any applicable law, rule or regulation (including all information required to be included in the Proxy Statement and any required Schedule 13D filing) in connection with the transactions contemplated by this Agreement and the Merger Agreement.
(b) Prior to the termination of this Agreement in accordance with Section 5, the Stockholder will not issue any press release or make any other public announcement or statement regarding this Agreement, the Merger Agreement, the Merger or any Acquisition Proposal without the prior written consent of Nipro and the Acquisition Corporation, except as the Stockholder may be advised by outside legal counsel is required by applicable law, rule or regulation. If the Stockholder is so advised that any such release, announcement or statement is required by applicable law, rule or regulation, the Stockholder, to the extent not legally prohibited from doing so, will consult with Nipro and the Acquisition Corporation prior to such release, announcement or statement being issued or made, and will provide Nipro and the Acquisition Corporation with a reasonable opportunity to comment on the content of any press release, announcement or other statement before it is issued or made.
Additional Covenants of the Stockholder. The Stockholder hereby covenants and agrees with Parent that:
Additional Covenants of the Stockholder. The Stockholder hereby covenants and agrees that:
Additional Covenants of the Stockholder. Until the valid termination of the provisions of this Section 4 pursuant to Section 8, the Stockholder agrees as follows:
(a) At any meeting of stockholders of CT called to vote upon any REIT Tax Matter submitted to a vote pursuant to Section 2.14 of the Venture Agreement or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval with respect to any such REIT Tax Matter is sought, the Stockholder shall vote (or cause to be voted) all shares of CT Common Stock it owns or has voting control over at such time in favor of such REIT Tax Matter.
(b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) all shares of CT Common Stock owned by it or over which it has voting control at such time against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect any REIT Tax Matter.
Additional Covenants of the Stockholder. (a) The Stockholder will furnish to Parent and Merger Sub all information required to be included in the Proxy Statement, any required Schedule 13D filing and any other filings required to be made by Parent, Merger Sub or the Company under the Exchange Act or pursuant to the rules and regulations promulgated by the SEC in connection with the transactions contemplated by this Agreement and the Merger Agreement to the extent specifically relating to Stockholder.
(b) All fees and expenses incurred in connection with this Agreement will be paid by the party incurring such expense, whether or not the transactions contemplated by the Merger Agreement are consummated.
Additional Covenants of the Stockholder. Subject to Section 5.15, the Stockholder hereby covenants and agrees that:
