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.
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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.
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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. (b) In furtherance of Section 9.1 (a) each Shareholder and New Holdco severally, and not jointly, covenants and agrees with respect to itself that following the occurrence of a Trigger Event, it shall, at the request of any Candover Holder, take all actions reasonably necessary to (i) adjust the shareholdings in New Holdco such that such shareholdings reflect the respective shareholdings of the Shareholders in Old Holdco 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 and (ii) amend the organizational documents of New Holdco to incorporate provisions that will have the same purpose and effect as the ratchet mechanism contained within the Old Holdco Articles. (c) In the event that the shareholdings in New Holdco are adjusted in accordance with Section 9.1(b), each Shareholder and New Holdco severally, and not jointly, covenants and agrees with respect to itself that it shall take all actions that are reasonably necessary to ensure that an investment agreement among New Holdco and the Shareholders is entered into promptly thereafter, which investment agreement shall contain rights, obligations and protections in respect of New Holdco and each of the Shareholders in all material respects the same as those rights, obligations and protections contained within the Investment Agreements in respect of Old Holdco and each of the Shareholders.
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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.
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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.
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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: (a) 724 will provide to BMO, in addition to financial statements, periodic performance/variance reports of 724 comparing actual to projected business performance; and (b) the Bank will commit to providing liaison and testing work and internal funding between $500,000 and $1 million annually in order to integrate the 724 Technology with BMO's systems, such funding to be alloated for such purposes as determined by BMO in is sole discretion.
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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
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Additional Shareholder Covenants 
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Related to Additional Shareholder Covenants

  • 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.

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus. (ii) Set up account information, including address, dividend option, taxpayer identification numbers and wire instructions. (iii) Issue confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). (iv) Issue periodic statements for shareholders. (v) Process transfers and exchanges. (vi) Act as a service agent and process dividend payments, including the purchase of new shares, through dividend reimbursement. (vii) Record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Portfolio which are authorized, based upon data provided to it by the Trust, and issued and outstanding. (viii) Perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the "Lost Shareholder Rules"). (ix) Administer and/or perform all other customary services of a transfer agent.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Private Placement Warrants and Working Capital Warrants The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

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