Certain Covenants of Shareholders Sample Clauses

Certain Covenants of Shareholders. Except in accordance with the terms of this Agreement, each Shareholder hereby severally covenants and agrees as follows:
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Certain Covenants of Shareholders. Each Shareholder hereby covenants and agrees as follows:
Sample 1Sample 2Sample 3See All (5)
Certain Covenants of Shareholders. Except in accordance with the terms of this Agreement, each Shareholder hereby severally covenants and agrees as follows: No Shareholder shall, directly or indirectly: (i) except pursuant to the terms of this Agreement or the Securities Purchase and Holders Agreement, and except for transfers to persons who either are signatories to this Agreement or who, upon such transfer, become signatories to this Agreement, enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Shareholder's Shares or any interest therein; (ii) except as contemplated hereby, 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 (iii) take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing such Shareholder's obligations under this Agreement.
Sample 1
Certain Covenants of Shareholders. Each Shareholder hereby covenants and agrees that until this Agreement is terminated in accordance with its terms, without the consent of the Purchasing Parties such Shareholder will not, and will not agree to, directly or indirectly sell, transfer, assign, further pledge or hypothecate, cause to be redeemed, or otherwise dispose of any of the Shares or grant any proxy or interest in or with respect to any such Shares or deposit such Shares into a voting trust or enter into another voting agreement or arrangement with respect to such Shares (“Transfer”), except as contemplated by this Agreement. If a Transfer of Shares does occur, the parties agree that such Transfer will only be made if the transferee, as a condition to such Transfer, executes and delivers to Maxco an agreement in form and substance satisfactory to Maxco and the Purchasing Parties pursuant to which such transferee agrees to be bound by the terms of this Agreement.
Sample 1Sample 2
Certain Covenants of Shareholders. (a) Restriction on Transfer of Subject Shares, Proxies and ------------------------------------------------------ Noninterference. No Shareholder shall directly or indirectly: (i) except --------------- pursuant to the terms of this Agreement or the Merger Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Shareholder's Subject Shares; (ii) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney, deposit any of such Shareholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any of such Shareholder's Subject Shares; or (iii) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of impairing the ability of such Shareholder to perform such Shareholder's obligations under this Agreement.
Sample 1
Certain Covenants of Shareholders. (a) RESTRICTION ON TRANSFER OF SUBJECT SHARES, PROXIES AND NONINTERFERENCE. No Shareholder shall, prior to the Closing Date, directly or indirectly: (A)(i) except pursuant to the terms of this agreement, (ii) except for the conversion of Subject Shares at the Effective Time under the Incorporation Merger Agreement or the Advisor Transaction and (iii) except, with respect to SMT, for a transfer or sale of the SMT Shares in connection with a foreclosure or other realization upon security under the GECC Pledge Agreement, offer for sale, sell, transfer, pledge, tender, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, encumbrance, assignment, or other disposition of, any or all of such Shareholder's Subject Shares (any or all of such actions being a "Transfer"); (B)(i) except pursuant to the terms of this Agreement, (ii) except for the execution and delivery of the Proxy and (iii) except, with respect to SMT, for the right of the GECC Parties to exercise voting, consensual, foreclosure or other realization rights with respect to the SMT Shares pursuant to Article 5(b) of the GECC Pledge Agreement upon the occurrence of an "Event of Default" or "Additional Acceleration Event" under the GECC Credit Agreement, grant any proxies or powers of attorney, deposit any of such Shareholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any of such Shareholder's Subject Shares; or (C) take any action that would reasonably be expected to make any representation or warranty contained herein untrue or incorrect or, except with respect to SMT for the exercise by the GECC Parties of voting, consensual, foreclosure or other realization rights with respect to the SMT Shares pursuant to Article 5(b) of the GECC Pledge Agreement upon the occurrence of an "Event of Default" or "Additional Acceleration Event" under the GECC Credit Agreement, have the effect of impairing the ability of such Shareholder to perform such Shareholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplating hereby or revoke or invalidate the Proxy; PROVIDED, however, that notwithstanding anything in the foregoing to the contrary, a Shareholder may (1) Transfer some or all of its Subject Shares to a Person so long as the documentation relating to such Transfer provides that, and...
Sample 1
Certain Covenants of Shareholders 
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs

Related to Certain Covenants of Shareholders

  • Certain Covenants of Stockholder 7.1 Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly:

  • Covenants of Shareholders Each Shareholder hereby covenants and agrees that:

  • Certain Covenants of the Stockholder Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows:

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

  • Covenants of Shareholder Shareholder hereby covenants and agrees that:

  • Certain Covenants of the Company The Company hereby agrees:

  • Certain Covenants of the Parties Seller and Company, on the one hand, and Buyer, on the other hand, hereby covenant to and agree with one another as follows:

  • Certain Covenants of the Executive The Executive acknowledges that (i) the Company, Parent and Parent's affiliates (collectively, "Thomson") are engaged and in the future will be engaged in the businesses of developing, operating, offering for sale and selling news or other current information or software-based solutions pertaining thereto to corporations and other businesses, government agencies, universities and other academic institutions and professional services providers (e.g. law, accounting and consulting firms) (the foregoing, together with any other businesses or operations over which Executive has substantial responsibility from the date hereof to the date of termination of the Executive's employment with the Company (or an affiliate thereof), being hereinafter referred to as the "Restricted Activity"); (ii) his services to the Company and Thomson have been and will be special and unique; (iii) his work for the Company and Thomson will give him access to trade secrets of and confidential information concerning the Company, Thomson and their affiliated companies; (iv) the Restricted Activity is national and international in scope; (v) the Company would not have entered into this Agreement but for the agreements and covenants contained in this Section 5; (vi) he has the means to support himself and his dependents other than by engaging in the Restricted Activity and the provisions of this Section 5 will not impair such ability; and (vii) the agreements and covenants contained in this Section 5 are essential to protect the business and goodwill of the Company, Thomson and their affiliates. In order to induce the Company to enter into this Agreement, and in consideration for the benefits received by the Executive pursuant to this Agreement, and other good and valuable consideration the receipt of which is hereby acknowledged, the Executive covenants and agrees as follows:

  • Covenants of Stockholder Stockholder hereby covenants and agrees that:

  • Covenants of the Shareholders Each Shareholder hereby covenants and agrees that:

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