Agreements of the Stockholders. Each Stockholder covenants and agrees that:
(a) Such Stockholder shall, at any meeting of the holders of i3 Common Stock called for such purpose, vote or cause to be voted all shares of i3 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 Proposal with any party other than ACE*COMM or one of its Subsidiaries or affiliates, or any other transaction inconsistent with the Agreement or the transactions contemplated thereby.
(b) Prior to the Effective Time, except as otherwise expressly permitted hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose of his/her shares of i3 Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof.
(c) Such Stockholder shall comply with the provisions of Section 6.5 of the Agreement.
(d) Such Stockholder shall comply with all applicable federal and state securities laws in connection with any sale of ACE*COMM Common Stock received in exchange for i3 Common Stock in the Merger, including the trading and volume limitations as to sales by affiliates contained in Rule 145 under the Securities Act. Such Stockholder also understands that, unless and until the sale, transfer, or other disposition of ACE*COMM Common Stock issued to such Stockholder has been registered under the Securities Act (as provided herein or otherwise), ACE*COMM reserves the right to put the following legend on the certificates issued to such Stockholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, UNLESS SUCH SALE, TRANSFER, OR OTHER DISPOSAL IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT, THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS.” ACE*COMM shall deliver substitute certificates without such legend if such Stockholder delivers to ACE*COMM (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145, or (ii) a letter from the staff of...
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 Stockholder covenants and agrees that during the term of this Stockholders 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 approval 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 indirectly encourage or solicit or hold discussions or negotiations with, or provide any information to, any person, entity or group (other than Parent or an affiliate 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.
Agreements of the Stockholders. 1Prohibited Transfers . None of the Stockholders shall sell, assign or transfer, by gift or otherwise, all or any part of the Series A Stock or Common Stock now or hereafter owned by him except in compliance with this Section 2.
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 WSB's stockholders called for the purpose ("WSB Stockholder Meeting"), vote, or cause to be voted, all shares of WSB 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 and against any plan or proposal pursuant to which WSB or any subsidiary thereof is to be acquired by or merged with, or pursuant to which WSB or any subsidiary thereof proposes to sell all or substantially all of its assets and liabilities to, any person, entity or group (other than ESB or any affiliate thereof);
(b) such Stockholder shall, at a WSB Stockholder Meeting, use his or her best efforts to have each member of his or her immediate family who owns WSB Common Stock vote, or cause to be voted, all shares of WSB Common Stock in which such immediate
