Additional Shareholder Covenants Sample Clauses

Additional Shareholder Covenants. Shareholder shall not seek, directly or indirectly, to place representatives on the Board of Directors of Dynegy or seek the removal of any member of the Board of Directors of Dynegy except pursuant to the terms of the Class B Shares set forth in the Amended and Restated Articles of Incorporation of Dynegy.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Additional Shareholder Covenants. (a) Each Shareholder, New Holdco and Old Holdco, severally, and not jointly, covenants and agrees with respect to itself that if either (i) New Holdco does not execute an underwriting agreement in connection with the IPO within five Nasdaq trading days of the date of the Notice of Exchange Time or (ii) the IPO is not consummated within ten Nasdaq trading days of the Exchange Time (each, a "Trigger Event"), it shall, at the request of any Candover Holder, take all actions reasonably necessary to place each party to this Agreement in the position that such party was in with respect to its relative shareholdings prior to the execution of this Agreement and as though the Candover Holders had not agreed to the deemed operation of the ratchet mechanism contained within the Old Holdco Articles.
Sample 1Sample 2
Additional Shareholder Covenants. Until the termination of this Agreement, (a) no Shareholder shall enter into any voting agreement or grant any proxy or power of attorney with respect to the Shares or any New Shares that is inconsistent with the purposes and intent of this Agreement, and (b) each Shareholder shall use his or its best efforts (within his or its power) to cause the Proposal to be approved by the requisite vote of all outstanding shares of stock of the Company.
Sample 1Sample 2
Additional Shareholder Covenants. Until the later of (a) the First Anniversary; (b) the Second Anniversary if BMO subscribes for the 1999 Shares in accordance with the provisions of this Agreement, or (c) the last day of the Continuing Alliance, if BMO elects to enter into the Continuing Alliance hereunder, the following shall apply:
Sample 1
Additional Shareholder Covenants. No Holder shall, and each shall instruct its Representatives not to, directly or indirectly (i) initiate, solicit or knowingly encourage or facilitate the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal; (ii) enter into, engage in, maintain, continue or otherwise participate in any discussions or negotiations with, or furnish or otherwise make available any non-public information or data to, any Person other than the Parent, or any of its Affiliates or any of its respective Representatives that is reasonably likely to be considering or seeking to make, or has made within the 12 months preceding the date of this Agreement, a Competitive Proposal relating to, or as would reasonably be expected to lead to a Competing Proposal; (iii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, memorandum of understanding or other Contract relating to, or that would reasonably be expected to lead to, a Competing Proposal; (iv) approve, endorse or recommend any Competing Proposal; (v) take any action to make any provision in the Company’s articles of incorporation or bylaws inapplicable to any transactions contemplated by the Competing Proposal; or (vi) agree, authorize or commit to do any of the foregoing.
Sample 1
Additional Shareholder Covenants. 21 7.1 Standstill Restrictions ............................................................................................21 7.2 Attendance at Meetings..........................................................................................24 ARTICLE VIII MISCELLANEOUS ............................................................................................24 8.1 Amendment ............................................................................................................24 8.2 Waiver ....................................................................................................................24 8.3 Severability ............................................................................................................25 8.4 Termination of Company’s Registration Obligations ............................................25 8.5 Entire Agreement ...................................................................................................25 8.6 Successors and Assigns; Binding Effect; Assignment...........................................25
Sample 1
Additional Shareholder Covenants. Shareholder shall not seek, directly or indirectly, to place representatives on the Board of Directors of Newco or seek the removal of any member of the Board of Directors of Newco except pursuant to the terms of the Class B Shares set forth in the Articles of Incorporation of Newco.
Sample 1
AutoNDA by SimpleDocs
Additional Shareholder Covenants 
Sample 1Sample 2Sample 3See All (5)

Related to Additional Shareholder Covenants

  • Purchaser Covenants Purchaser shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by Purchaser under this Agreement at or prior to the Closing Date; and

  • Buyer Covenants Buyer covenants and agrees with Seller as follows:

  • Seller Covenants Seller covenants and agrees as follows:

  • Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Purchaser’s Covenants The Purchaser will have performed and complied with all covenants, agreements and conditions as required by this Agreement.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

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