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Agreements of the Stockholders Sample Clauses

Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of Edify Common Stock called for the purpose, vote or cause to be voted all shares of Edify Common Stock with respect to which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) (i) in favor of the Agreement, the Merger and the other transactions contemplated by the Agreement and (ii) against any Acquisition Transaction (as defined in the Agreement) with any party other than S1 or one of its Subsidiaries (as defined in the Agreement) or affiliates, or any other transaction inconsistent with the Agreement or the transactions contemplated thereby. (b) Prior to the Effective Time (as defined in the Agreement), except as otherwise expressly permitted hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose of his/her shares of Edify Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof; and provided further that each Stockholder shall be permitted to sell prior to the Effective Time up to 25% of the aggregate amount of (i) all shares of Edify Common Stock owned by such Stockholder on the date hereof, plus (ii) all shares which may be purchased by such Stockholder pursuant to such Stockholder's then vested and exercisable options to purchase shares of Edify Common Stock. For each Stockholder who is an officer of Edify, during the period beginning on the Effective Time and ending on the earlier of (x) the date which is 180 days after the Effective Time and (y) the date such Stockholder is no longer employed by any of Edify, S1 or any of their respective subsidiaries (the "Restricted Period"), no such Stockholder shall sell, pledge (other than as required by a pledge of Edify Common Stock existing as of the date hereof), transfer or otherwise dispose of the shares of S1 common stock, par value $.01 per share (the "S1 Common Stock"), to be received by such Stockholder for such Stockholder's shares of Edify Common Stock upon consummation of the Merger. Notwithstanding the foregoing, if during the Restricted Period a registration statement of S1 shall be declared effective by the U.S. Securities and Exchange Commission for the registration of S1 Common Stock, each Stockholder shall be permitted to sell under such registration statement a percentage of such Stockholder's S1 Common Stock equal to the maximum percentage of S1 Common Stock ...
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Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) such Stockholder shall, at any meeting of the Company's stockholders called for the purpose, vote, or cause to be voted, all shares of Company Common Stock in which such stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) in favor of the Agreement and the related Agreement of Merger between Interim and the Company; (b) except as otherwise expressly permitted hereby, such Stockholder shall not, prior to the meeting of the Company's stockholders referred to in Section 2(a) hereof or the earlier termination of the Agreement in accordance with its terms, sell, pledge, transfer or otherwise dispose of the Stockholder's shares of Company Common Stock; and (c) such Stockholder shall use his reasonable best efforts to take or cause to be taken all action, and to do or cause to be done all things, necessary, proper or advisable under applicable laws and regulations to consummate and make effective the agreements contemplated by this Stockholder Agreement. Each Stockholder further agrees that the Company's transfer agent shall be given an appropriate stop transfer order and shall not be required to register any attempted transfer of shares of Company Common Stock held by each Stockholder, unless the transfer has been effected in compliance with the terms of this Stockholder Agreement.
Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of S1 Common Stock called for the purpose, vote or cause to be voted all shares of S1 Common Stock with respect to which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) in favor of the Agreement, the Transaction and the other transactions contemplated by the Agreement. (b) Prior to the Closing Date, except as otherwise expressly permitted hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose of his/her shares of S1 Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof.
Agreements of the Stockholders. (a) Each Stockholder hereby ------------------------------ agrees, until the earlier of the Expiration Date and the conclusion of the Virata Stockholders Meeting, and except as expressly contemplated hereby, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with Virata or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, grant, assignment or other disposition of, record or beneficial ownership of any of such Stockholder's Shares or any interest in any of the foregoing, except to Globespan or Sub, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the Shares, except to Globespan or Sub or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement. (b) Each Stockholder hereby agrees, until the earlier of the Expiration Date and the conclusion of the Virata Stockholders Meeting, except (i) with respect to Globespan and its affiliates, and (ii) for actions taken by persons in their capacity as officers or directors of Virata in accordance with Section 6.5(b) of the Merger Agreement, that such Stockholder shall not, and shall not permit any of its affiliates or, if applicable, any director, officer, employee consultant, agent, advisor or representative of such Stockholder or any of such Stockholder's affiliates (collectively, the "Representatives") to (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal with respect to any matter described in
Agreements of the Stockholders. (a) AGREEMENT TO TENDER. Until the earlier of the termination of the Merger Agreement and the termination of the Offer without the purchase of Shares pursuant thereto, each Stockholder hereby agrees to validly tender pursuant to the Offer and not to withdraw all of such Stockholder's Subject Shares. Each Stockholder will receive the same Per Share Amount received by the other stockholders of the Company in the Offer with respect to the Shares tendered by it in the Offer. On the first business day after the date the Shares are accepted for payment and purchased by Acquisition Sub pursuant to the Offer, Acquisition Sub or Parent shall make payment by wire transfer of immediately available funds to each Stockholder in an amount in cash equal to the aggregate purchase price for such Stockholder's Subject Shares in the Offer to an account designated by such Stockholder. Notwithstanding the foregoing, no Stockholder who is a natural person will be required to tender any of such Stockholder's Shares if such Stockholder would be subject to liability under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a result of any such tender of Shares purchased prior to the date of this Agreement.
Agreements of the Stockholders. Each Stock- holder covenants and agrees that during the term of this Stock- holders Agreement: (a) such Stockholder shall, at any meeting of the Company's stockholders called for such purpose (including at any postponements and adjournments thereof), vote, or cause to be voted, all Company Shares, together with any other shares of capital stock of the Company acquired after the date hereof and prior to the termination hereof, in which such stockholder has the right to vote in favor of ap- proval and adoption of the Merger Agreement; (b) except as otherwise expressly permitted hereby and except as may be required by the Company Certificate of Designation, such Stockholder shall not, prior to the Effective Date (as defined in the Agreement) or the earlier termination of the Merger Agreement in accordance with its terms, sell, pledge, transfer or otherwise dispose of such Stockholder's Company Shares; and (c) such Stockholder shall not in its capacity as a stockholder of the Company directly or indi- rectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Parent or an af- filiate thereof) concerning any Acquisition Proposal (as defined in the Merger Agreement) (and other than Company in connection with the Merger); provided that this clause (c) shall not be binding on the State Board to the extent that Corporate Advisors does not have the authority to act for the State Board with respect to the subject matter of this clause (c).
Agreements of the Stockholders. Each Stockholder covenants and agrees that such Stockholder shall, at any meeting of the holders of S1 Common Stock called for the purpose, vote or cause to be voted all shares of S1 Common Stock with respect to which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) in favor of the issuance of S1 Common Stock in the Merger pursuant to the Agreement.
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Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of any or all classes or series of Skaneateles Common Stock called for the purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of Skaneateles Common Stock with respect to which such Stockholder has voting power (including the power to vote or to direct the voting of) whether owned as of the date hereof or hereafter acquired (i) in favor of
Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of any or all classes or series of NBT Common Stock called for the purpose (or in connection with any action taken by written consent), vote or cause to be voted all shares of NBT Common Stock with respect to which such Stockholder has voting power (including the power to vote or to direct the voting of) whether owned as of the date hereof or hereafter acquired (the
Agreements of the Stockholders. Each Stockholder covenants and agrees that for the period beginning 30 days prior to consummation of the Merger and ending upon the public release by Area of an earnings report to its stockholders covering at least one month of operations after consummation of the Merger, such Stockholder shall not sell or otherwise dispose of a number of shares of his or her Area Common Stock (a) which is greater than 10% of his or her total beneficial ownership of said shares as of the date of the first such sale and (b) which in the aggregate with shares sold or otherwise disposed of by all other Stockholders will be greater than 1% of the issued and outstanding shares of Area as of the date of the first such sale. For purposes of this computation, outstanding stock options that currently are exercisable would be considered as outstanding or beneficially owned after such options are converted to common stock equivalents using the treasury stock method in accordance with generally accepted accounting principles.
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