Certain Covenants of the Selling Shareholders. Each of the Selling Shareholders agrees with each Underwriter as follows:
(a) Prior to the completion of the distribution of the ADSs representing Offered Shares and the Offered Shares (as determined by you), neither the Selling Shareholder nor any of its affiliates will take, directly or indirectly, any action which is designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares or ADSs.
(b) Except pursuant to this Agreement, the Selling Shareholder will not, and will procure that none of its affiliates (which, for the avoidance of doubt, include, but are not limited to, Conares Holding AG) will, for a period of 180 days following the date of the Final Prospectus (as defined in the Underwriting Agreement) relating to the Offering, without your prior written consent, (i) sell, publicly offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Act, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any Common Shares of the Company or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Shares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the registration of or sale to the Underwriters of any Common Shares pursuant to the Offering and the Underwriting Agreement, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by this provision or (c) dispositions to any trust for the direct or indirect benefit of a Selling Shareholder and/or the immediate fam...
Certain Covenants of the Selling Shareholders. Each Selling Shareholder hereby agrees:
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Ordinary Shares or ADSs by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Offered ADSs, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered ADSs;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Offered ADSs being sold by such Selling Shareholder;
(d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Offered ADSs, of (i) any material change in the business, properties, financial condition, results of operations or prospects of the Company and the Group Entities taken as a whole which comes to the attention of such Selling Shareholder, (ii) any change in information in the Registration Statement, the General Disclosure Package or the Prospectus relating to such Selling Shareholder or (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the General Disclosure Package or the Prospectus which comes to the attention of such Selling Shareholder;
(e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Power of Attorney, Custody Agreement and Lock-Up Agreement; and
(f) prior to or concurrently with the execution and delivery of this Agreement, to deliver to the Underwriters a properly completed and executed United States Treasury W-8BEN or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof)
Certain Covenants of the Selling Shareholders. (a) During the period from the date of this Agreement to the Closing Date, the Selling Shareholders shall, to the extent they are legally entitled to do so, cause the Company to conduct its business and operations according to its ordinary course of business consistent with past practice and to use its best efforts (i) to preserve its relationships with suppliers, customers, employees and independent contractors, (ii) to maintain the contracts with its customers in full force and effect in accordance with their terms and (iii) to ensure that the Company will continue to provide its services to its customers. Without limiting the generality of the foregoing, prior to the Closing Date, without the prior written consent of the Purchaser, the Selling Shareholders shall, to the extent they are legally entitled to do so, not permit the Company to (x) change the rates charged for services from those listed on Schedule 2.26 unless nationally advertised by DirecTV or unless the Company experiences a wholesale cost increase greater than 10%, or (y) do any of the things listed in clauses (i) through (xiii) of Section 2.08(a) above; provided, however, that the Company may make the cash payments contemplated by Sections 4.06(b) and 4.07 hereof.
(b) Between the date hereof and the Closing Date, the Selling Shareholders shall, and shall cause the Company to, provide access to the Purchaser's representatives to the premises, key employees and financial, accounting and legal records of the Company. Such activities shall be performed, so far as is reasonably possible, in such a manner as to minimize disruption of normal operations.
(c) Between the date hereof and the Closing Date, the Selling Shareholders shall, to the extent they are entitled to do so, not permit the Company, except as required by GAAP, (i) to use accounting principles different from those used in the preparation of the Financial Statements, (ii) change in any manner its method of maintaining its books of account and records from such methods as in effect on December 31, 1996, or (iii) accelerate booking of revenues or the deferral of expenses, other than as shall be consistent with past practice and in the ordinary course of business.
(d) Between the date hereof and the Closing Date, the Selling Shareholders (together with their affiliates and associates) shall not, and shall, to the extent they are entitled to do so, cause the Company not to, enter into any transaction, make any agreement or commitment, ...
Certain Covenants of the Selling Shareholders. Each of the Selling Shareholders, severally and not jointly, agrees as follows:
Certain Covenants of the Selling Shareholders. Each Selling Shareholder agrees with each Underwriter that:
(a) such Selling Shareholder will not sell, contract to sell, grant any option to sell, transfer or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable for Common Stock or warrants or other rights to purchase Common Stock, except for the sales to you pursuant to this Agreement, for a period commencing on the date hereof and continuing for________ days after the date of the Prospectus, without the prior written consent of Dillxx, Xxad & Co. Inc.; and
(b) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters and the Selling Stockholders hereunder, and the arrangement for such custody and the appointment of the Attorney-in-Fact pursuant to the Power of Attorney is irrevocable; the obligations of the Selling Shareholders shall not be terminated by operation of law, whether by the liquidation, dissolution, death or incapacity of such Selling Shareholder, or any other event; if such Selling Shareholder should be liquidated, dissolved, die or become incapacitated or any other event occur before the delivery of the Shares hereunder, certificates for the Shares to be sold by such Selling Shareholder shall be delivered on behalf of such Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement and Power of Attorney, and action taken by the Attorney-in-Fact under the Custody Agreement and Power of Attorney shall be as valid as if such death, incapacity or other event had not occurred, whether or not the Custodian or the Attorney-in-Fact shall have notice of such liquidation, dissolution, death, incapacity or other event.
Certain Covenants of the Selling Shareholders. Each Selling Shareholder hereby agrees with each Underwriter:
(a) to deliver to the Representative prior to the Closing Time a properly completed and executed United States Treasury Department Form W-8 (if such Selling Shareholder is a non-United States person, within the meaning of the Code) or Form W-9 (if such Selling Shareholder is a United States person, within the meaning of the Code);
(b) to furnish to the Representative, prior to the Initial Sale Time, a Lock-Up Letter Agreement;
(c) if, at any time prior to the date on which the distribution of the Shares as contemplated herein and in the Prospectus and the Disclosure Package has been completed, as determined by the Representative, such Selling Shareholder has knowledge or becomes aware of (i) any Material Adverse Change or (ii) the occurrence of any event as a result of which the Registration Statement, as then amended, would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or the Disclosure Package, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, such Selling Shareholder will promptly notify the Company and the Representative;
(d) to deliver to the Company or the Underwriters such documentation as the Company or the Underwriters or any of their respective counsel may reasonably request in order to effectuate any of the provisions of this Agreement; and
(e) to not prepare or have prepared on its behalf or use or refer to any Free Writing Prospectus and to not distribute any written materials in connection with the offer or sale of the Shares.
Certain Covenants of the Selling Shareholders. Each Selling Shareholder agrees with each Underwriter that such Selling Shareholder will not, directly or indirectly, offer, sell, contract to sell, make subject to any purchase option or otherwise dispose of or cause the disposition of any shares of Common Stock, or any securities convertible into or exerciseable or exchangeable for Common Stock prior to the expiration of 180 days from the date of the effectiveness of the Registration Statement without the prior written consent of Xxxxxx, Read & Co. Inc., except for transfers to any such shareholder's spouse, child, grandchild, parent or sibling, or to a trust for the benefit of such shareholder or any such related person, so long as such transferee executes a copy of the letter agreement executed by such shareholder and becomes bound thereby.
Certain Covenants of the Selling Shareholders. Each of the Selling Shareholders agrees with each Underwriter that, for a period of 90 days after the date hereof, such Selling Shareholder will not sell, contract to sell, grant any option to sell, transfer or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable for Common Stock or warrants or other rights to purchase Common Stock without the prior written consent of SBCWDR.
Certain Covenants of the Selling Shareholders. The Selling Shareholders, jointly and severally, hereby agree:
(a) to pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by this Agreement, including (i) any stamp duties, capital duties and stock transfer taxes, if any, payable upon the sale of the Securities to the Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors, provided, however, that the foregoing shall not modify any separate agreement among the Company and the Selling Shareholders regarding allocation or payment of expenses;
(b) to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; and
(c) to advise you promptly, and if requested by you, to confirm such advice in writing, so long as delivery of a prospectus relating to the Shares by an underwriter or dealer may be required under the Act, of any material change in the information provided by such Selling Shareholder for inclusion in the Registration Statement and Prospectus.
Certain Covenants of the Selling Shareholders. Each Selling Shareholder hereby severally, and not jointly, covenants and agrees with each Underwriter as follows:
(a) To comply with the terms of the Lock-Up Agreements executed by such Selling Shareholder.
(b) In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, to deliver to the Representatives, prior to the time of purchase, a properly completed and executed United States Treasury Department Form W-8 (if such Selling Shareholder is a non-United States person) or Form W-9 (if such Selling Shareholder is a United States person), or other applicable form or statement specified by Treasury Department regulations in lieu thereof.
(c) Such Selling Shareholder will not take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result, under the Exchange Act, the rules of the TSE or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.
(d) To the extent not deposited into custody on or prior to the date hereof, to duly deposit, prior to the date of purchase, with the Custodian, pursuant to and under the Custody Agreement executed by each of such Selling Shareholder, the Firm Shares to be sold by such Selling Shareholder pursuant to this Agreement.
