Certain Covenants of Stockholders Sample Clauses

Certain Covenants of Stockholders. Except in accordance with the terms of this Agreement, each Stockholder hereby severally covenants and agrees as follows:
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Certain Covenants of Stockholders. Except in accordance with the terms of this Agreement, each Stockholder hereby severally as to itself covenants and agrees as follows:
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Certain Covenants of Stockholders. (a) Restriction on Transfer of Subject Shares, Proxies and ------------------------------------------------------ Noninterference. During the Restricted Period, no Stockholder shall directly or --------------- indirectly: (i) except pursuant to the terms of this Agreement and for the conversion of Subject Shares at the Effective Time pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (including by conversion thereof into Common Shares), 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 Stockholder's Subject Shares; (ii) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney, deposit any of such Stockholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any of such Stockholder'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 Stockholder to perform such Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions hereby.
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Certain Covenants of Stockholders. (a) Restriction on Transfer of Subject Shares, Proxies and ------------------------------------------------------ Noninterference. During the period from and including the thirtieth calendar --------------- day immediately preceding the Effective Time through and including the earlier of the Effective Time and the date that is one year after the date on which the Merger Agreement is terminated pursuant to Section 8.1 thereof (the "Restricted Period"), no Stockholder shall, directly or indirectly, 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 (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares), 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 (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares), any or all of such Stockholder's Subject Shares; provided, however, that the provisions of this sentence shall not apply to any of Advent Atlantic & Pacific Limited Partnership, Advent Industrial II, L.P., Advent VI, L.P., Xxxx & Co., Saturn & Co. and T.A. Venture Investors Limited Partnership. During the period from and including the date hereof through and including the last day of the Restricted Period, no Stockholder shall, directly or indirectly, (i) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney, deposit any of such Stockholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any of such Stockholder's Subject Shares or (ii) 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 Stockholder to perform such Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby.
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Certain Covenants of Stockholders. Each Stockholder hereby covenants and agrees with MergerCo as follows:
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Certain Covenants of Stockholders. Each Stockholder hereby covenants and agrees with Patriot as follows:
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Certain Covenants of Stockholders. Each Stockholder, for itself (severally and not jointly), hereby covenants and agrees as follows, in each case except as otherwise approved in writing by Parent:
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Certain Covenants of Stockholders. Each of the Stockholder hereby covenants and agrees with Purchaser as follows:
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Certain Covenants of Stockholders 
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Related to Certain Covenants of Stockholders

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

  • 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 Company The Company hereby agrees:

  • 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 Shareholders Each Shareholder hereby covenants and agrees that:

  • Certain Covenants (a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

  • Representations, Warranties and Covenants of Stockholder Stockholder hereby represents, warrants and covenants to Parent as follows:

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