Affirmative Covenants of the Company and the Stockholders Sample Clauses

Affirmative Covenants of the Company and the Stockholders. 2.1 Board Representation and Voting Agreement of the Shares 2.2 Specified Actions 2.3 Financial Covenants 2.4 Sale of the Company 2.5 Supplementary Bonus Program ARTICLE III - PREEMPTIVE RIGHTS 3.1 Right to Purchase 3.2 Closing
Sample 1
AutoNDA by SimpleDocs
Affirmative Covenants of the Company and the Stockholders. 2.1 BOARD REPRESENTATION AND VOTING AGREEMENT OF THE SHARES. -------------------------------------------------------- (a) From and after the date hereof and until the provisions of this Section cease to be effective, each Stockholder shall vote all of the voting securities of the Company (including without limitation the Shares) over which such Person has voting control and shall take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholders' meetings) so that: (i) the authorized number of directors of the Board of Directors of the Company and each of its Subsidiaries (each a "Board") shall be established at five (5) directors; (ii) until such time as the Fleet Entities shall own a majority of the Shares of Class A Common Stock, the following Persons shall be elected to each Board at each election of directors during the term of this Agreement: (A) three (3) representatives designated by the Chief Executive Officer of the Company, one of whom shall be such Chief Executive Officer and the other two of whom shall be Unaffiliated Directors; (B) one (1) representative designated by Chisxxxx; xxd (C) one (1) representative designated by the Fleet Entities; (iii) on and after the date that the Fleet Entities shall own a majority of the Shares of Class A Common Stock (the "BOARD CHANGE DATE"), the following Persons shall be elected to each Board at each election of directors during the term of this Agreement: (A) two (2) representatives designated by the Chief Executive Officer of the Company, one of whom shall be such Chief Executive Officer and the other of whom shall be an Unaffiliated Director; (B) one (1) representative designated by Chisxxxx; xxd (C) two (2) representatives designated by the Fleet Entities; (iv) the following directors shall be removed upon the occurrence of the events indicated: (A) one of the Unaffiliated Directors designated by the Chief Executive Officer of the Company pursuant to SECTION 2.1(a)(ii), on or after the Board Change Date upon written notice by the Fleet Entities;...
Sample 1
Affirmative Covenants of the Company and the Stockholders. The Company and the Stockholders hereby covenant and agree that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or as set forth on Schedule 5.01 to the Disclosure Schedule or consented to in writing by Parent, the Company will, and the Stockholders will use their reasonable best efforts to cause the Company, (a) to operate in the ordinary and usual course of business and consistent with past practices and use their best efforts to preserve the goodwill of the Company and of its employees, customers, suppliers, Governmental Entities and others having business dealings with the Company; (b) to maintain all insurance policies and all Company Permits that are required for the Company to carry on its business; (c) not to take or permit any action that would cause the conditions on the obligations of the parties to effect the transactions contemplated by this Agreement not to be fulfilled, including, without limitation, by taking or causing to be taken any action that would cause the representations and warranties made by the Stockholders in this Agreement not to be true and correct in any material respect; (d) not to increase the compensation payable to or to become payable to any stockholder, director, or officer of the Company; (e) except as contemplated by this Agreement, not to grant any severance or termination pay (other than pursuant to the normal severance policy of the Company as in effect on the Latest Balance Sheet Date) to, or enter into or amend any employment or severance agreement with, any stockholder, director, officer, or employee of the Company; (f) not to establish, adopt, or enter into any employee benefit plan or arrangement; (g) not to amend in any respect, or take any other actions with respect to, any of the Employee Plans or any of the plans, programs, agreements, policies, or other arrangements described in Section 3.10; (h) declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock; (i) not to redeem, purchase, or otherwise acquire any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or any options, warrants, or conversion or other rights to acquire any shares of its capital stock or any such securities or obligations; (j) effect any reorganization or re-capitalization; (k) split, combine, or reclassify any of its capital stock or issue or authorize or propose...
Sample 1
Affirmative Covenants of the Company and the Stockholders 
Sample 1Sample 2Sample 3See All (5)

Related to Affirmative Covenants of the Company and the Stockholders

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Affirmative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

  • Covenants of the Stockholders Each of the Stockholders hereby covenants and agrees that:

  • Covenants of the Shareholders (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Shareholder shall not, directly or indirectly: (i) option, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust or pooling agreement or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof; (iii) (A) make, solicit, assist, initiate, encourage, or otherwise facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Shareholder consents to the disclosure of the substance of this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such persons.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Affirmative Covenants of the Company The Company hereby covenants and agrees as follows:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Covenants of the Stockholder The Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company 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) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares to any person other than Purchaser or Purchaser's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares.

  • Affirmative Covenants of the Seller From the date hereof until the Collection Date:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!