ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees that until the termination of this Agreement:
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees, severally and not jointly, that:
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Until the valid termination of the provisions of this Section 4 pursuant to Section 8, the Stockholders agree 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 Stockholders' vote, consent or other approval with respect to any such REIT Tax Matter is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have 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 Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have 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 STOCKHOLDERS. Each Stockholder hereby covenants and agrees with Parent that, until this Agreement terminates (other than as to clause (l), if such termination occurs due to the occurrence of the Effective Time, for a period of two years following the Effective Time):
(a) Except as contemplated by the terms of this Agreement, such Stockholder shall not, and shall cause its controlled Affiliates not to (i) without the prior written consent of Parent, Transfer or consent to Transfer (A) any or all of the Subject Shares or (B) other than as contemplated by the Ameritrade Merger Agreement, any or all of the shares of capital stock of Datek Beneficially Owned by such Stockholder that represent only the right to receive or acquire shares of Company Common Stock (including, without limitation, the Class X Common Stock, par value $0.001 per share, of Datek), unless (in the case of this clause (B)) the transferee agrees to be bound by this Agreement and the Stockholders Agreement, (ii) reduce such Stockholder's risk (economic or otherwise) relative to the shares of Parent Common Stock to be received in the Merger in respect of Subject Shares Beneficially owned by it (including pursuant to any transaction involving a security linked to Parent Common Stock, including any equity swap, put, put equivalent, collar, sale of exchangeable security or similar transaction, the creation of a derivative security or otherwise), (iii) grant any proxy or power-of-attorney with respect to any such Subject Shares other than pursuant to this Agreement (except as set forth on Annex A) or (iv) take any other action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement.
(b) In the event of a stock dividend or distribution, or any change in the capital stock of the Company by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like (excluding the Merger), the term "Subject Shares" shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction.
(c) In his, her or its capacity as a stockholder of the Company, such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in con...
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. The Stockholders, severally and not jointly, agree as follows:
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees that until the Termination Date occurs with respect to such Stockholder:
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. (a) In the event the Company terminates the Merger Agreement to enter into a Superior Proposal in circumstances in which a Company Termination Fee has been paid, and such Superior Proposal is consummated (a “New Transaction”), each Stockholder shall pay in accordance with Section 2.2(d) the applicable Excess Value (as defined below) actually received upon consummation of such transaction to Parent. For purposes of calculating the Excess Value below, the number of a Stockholder’s “Covered Shares” shall consist of such Stockholder’s Covered Existing Shares and such additional Covered Shares acquired after the date hereof as to which, but only to the extent that, such Stockholder has a pecuniary interest therein as of the time of the termination of, or immediately prior to the Effective Time under, the Merger Agreement, as applicable.
(b) For purposes of this Section 2.2, the “Excess Value” payable by any such Stockholder shall equal 50% of the product of (x) the number of such Stockholder’s Covered Shares and (y) the positive difference, if any, between the price per share paid under the New Transaction and the Merger Consideration as defined in the Merger Agreement dated as of the date hereof, valuing any non-cash consideration at its fair market value on the date of consummation of the New Transaction (including any residual interest in the Company or any rollover investment in any parent entity of the Company, which shall be valued based on the price per share payable in the New Transaction).
(c) For purposes of this Section 2.2, the fair market value of any non-cash consideration consisting of:
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees with Datek that, until this Agreement terminates:
(a) Except for pledges in existence as of the date hereof, and except as contemplated by the terms of this Agreement and the Stockholders Agreement, such Stockholder shall not, and shall cause its controlled Affiliates not to, (i) directly or indirectly sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer"), or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any or all of the Subject Shares; provided, however, that, with the consent of Datek (which consent shall not be unreasonably withheld), such Stockholder may pledge or encumber any Subject Shares so long as such pledge or encumbrance would not impair such Stockholder's ability to perform its obligations under this Agreement; or (ii) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement.
(b) In the event of a stock dividend or distribution, or any change in the capital stock of Ameritrade by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like (excluding the Merger), the term "Subject Shares" shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction.
(c) Such Stockholder agrees that it shall not, and it shall cause its controlled Affiliates not to, directly or indirectly, acquire additional Securities (as defined in Section 3(a)), except for (i) purchases of Securities from employees or former employees of Ameritrade, (ii) acquisitions of securities from trusts established prior to the date hereof for the benefit of such Stockholder's family or (iii) acquisitions made in the ordinary course pursuant to employee benefit plans.
(d) In his, her or its capacity as a stockholder of Ameritrade, such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a "solicitation" of "proxies" (as such terms are used in the rules ...
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Between the date of this Agreement and the Closing Date, the Stockholders hereby covenant and agree they will:
(a) execute and deliver at the Closing all documents, certificates, instruments and items referenced in Sections 1.4(a) and (c); and
(b) execute and deliver such other instruments and take such other actions as may be reasonably required in order to carry out the intent of this Agreement.
ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees with XXXX and Dirk, Inc. that, until this Agreement terminates, such Stockholder will deliver to XXXX and Xxxx, Inc. at their request a written representation confirming, as of immediately prior to the Effective Time, as that term is used in the Merger Agreement, the accuracy of the representations and warranties contained in Section 3 hereof.
