Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7, and (ii) the Expiry Time, except in accordance with the terms of this Agreement:
(a) not, directly or indirectly through any of its Representatives, (i) solicit, assist, initiate, knowingly encourage or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of the Company or the Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Acquisition Proposal, (ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate with any person (other than the Offeror and its Representatives) regarding, any Acquisition Proposal or potential Acquisition Proposal, (iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal, (iv) provide any information relating to the Company to any person or group in connection with any Acquisition Proposal, or (v) otherwise co-operate in any way with any effort or attempt by any other person or group to do or seek to do any of the foregoing; provided, however, that nothing contained in this Section 3.1 or other provisions of this Agreement shall prevent the Shareholder, if a member of the board of directors of the Company or a senior officer of the Company, from engaging in discussions or negotiations with or furnishing information to, in the Shareholder's capacity as a director or senior officer of the Company, any person in response to an unsolicited bona fide Acquisition Proposal made in writing to the board of directors of the Company by such person (which Acquisition Proposal did not result from a breach of this Agreement or the Acquisition Agreement) in circumstances where the Company is permitted by Section 6.3 of the Acquisition Agreement to engage in such discussions or negotiations or furnish such information;
(b) immediately cease and cause to be terminated all existing solicitation, discussion, negotiation, encouragement or activity, if any, with any person or group or any agent or representative of any person or group co...
Certain Covenants of the Shareholder. Except in accordance with the terms of this Agreement, the Shareholder hereby covenants and agrees as follows:
Certain Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Subcorp as follows:
Certain Covenants of the Shareholder. 7.1. Except in accordance with the provisions of this Agreement, the Shareholder agrees, prior to the termination of this Agreement as provided in Section 4 above, not to, directly or indirectly:
(a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares; or
(b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or
(c) take any action to encourage, initiate or solicit any inquiries or the making of any Acquisition Proposal (as defined in the Merger Agreement), engage in any negotiations concerning or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Acquisition Proposal, or otherwise assist or facilitate any effort or attempt by any person or entity (other than the Company, or their officers, directors, representatives, agents, affiliates or associates) to make or implement an Acquisition Proposal. The Shareholders will immediately cease and cause to be terminated any existing activities, discussions or negotiations on its part with any parties conducted heretofore with respect to any of the foregoing, and will notify the Company promptly if they become aware of any such inquiries or that any proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be instituted or continued with, the Company (or its officers, directors, representatives, agents, affiliates or associates), such notice to include the material terms communicated.
7.2. The Shareholder agrees, while this Agreement is in effect, to notify the Purchaser promptly of the number of any shares of Common Stock acquired by the Shareholder after the date hereof.
Certain Covenants of the Shareholder. 6.1. Except in accordance with the express provisions of this Agreement, the Shareholder agrees not to, directly or indirectly:
(a) grant any proxies, deposit any Securities into a voting trust or enter into a voting agreement with respect to any Securities; or
(b) convert any shares of Class B Common Stock beneficially owned by it into shares of Class A Common Stock or take any action or omit to take any action which could reasonably be expected to result in the conversion of any Class B Common Stock beneficially owned by it into shares of Class A Common Stock.
6.2. Immediately after the Required Approval is obtained, the Shareholder shall take such action pursuant to the Articles of Incorporation and otherwise to cause the Class B Common Stock beneficially owned by it to be converted into shares of Class A Common Stock as soon as possible thereafter.
6.3. As a condition to the effectiveness of this Agreement and the Initial Closing under the Purchase Agreement, Shareholder shall deliver to Xxxxxxxxxx (i) an opinion of Xxxx, Weiss, Rifkind, Xxxxxxx and Xxxxxxxx, (ii) an opinion of Xxxxxx, Westwood & Riegels and (iii) an opinion of Xxxxx, Xxxxxxxx & Xxxxxxx LLP in substantially the forms of Exhibits 6.3(a), (b) and (c).
Certain Covenants of the Shareholder. 7.1. Except in accordance with the provisions of this Agreement, the Shareholder agrees, prior to the termination of this Agreement as provided in Section 4 above, not to, directly or indirectly:
(a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares; or
(b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares.
7.2. The Shareholder agrees, while this Agreement is in effect, to notify the Target promptly of the number of any shares of Common Stock acquired by the Shareholder after the date hereof.
Certain Covenants of the Shareholder. 3.1 The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 7 and
Certain Covenants of the Shareholder. 4 7. Stop Transfer Instructions............................................... 4 8. Survival of Representations and Warranties............................... 4 9.
Certain Covenants of the Shareholder. The Shareholder hereby covenants and agrees as follows:
(a) Except as contemplated hereby and until the earliest of the Termination Date or the receipt of the Company Shareholder Approval, the Shareholder shall not (i) tender any Covered Shares into any tender or exchange offer, (ii) Transfer or enter into any contract with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares that is inconsistent with this Agreement or (iv) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement in any material respect. Any Transfer in violation of this Section 5(a) shall be void.
(b) In the event that the Shareholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by the Shareholder set forth on Schedule A hereto will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement. The Shareholder shall promptly notify the Company of any such event.
Certain Covenants of the Shareholder. The Shareholders hereby covenants and agrees with the Buyer that they shall do, or cause to be done, the following, between the date of this Agreement and the Closing Date:
