Certain Covenants of the Shareholders. Except in accordance with the terms of this Agreement, each Shareholder hereby covenants and agrees as follows:
Certain Covenants of the Shareholders. Except in accordance with the terms of this Agreement, each Shareholder hereby covenants and agrees, severally and not jointly, as follows:
(a) The Shareholder, solely in such Shareholder’s capacity as a shareholder of Parent, agrees not to, directly or indirectly, take any action that would violate Section 5.4 of the Merger Agreement; provided, the foregoing shall not serve to limit or restrict any actions taken by a Shareholder in any capacity other than as shareholder of Parent or to the extent such actions are permitted or required under Section 5 of the Merger Agreement.
(b) The Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the Merger, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract or option with respect to the Transfer of any of the Shareholder’s Covered Shares, or (ii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or materially delaying the Shareholder from or in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Shareholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Shareholder who is an individual or (C) pursuant to community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 6(a) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(a) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect tra...
Certain Covenants of the Shareholders. The Shareholders hereby covenant and agree with REIT and OPCO as follows:
Certain Covenants of the Shareholders. Except in accordance with the terms of this Agreement or with the prior written consent of Acquiror (such consent to be given or withheld in its sole discretion), each Shareholder hereby covenants and agrees as follows:
Certain Covenants of the Shareholders. 19 (a) Lockup.......................................................19 (b) Notification of Dispositions, etc............................20 14. Termination..........................................................20
Certain Covenants of the Shareholders. Each Shareholder hereby covenants and agrees, solely as to itself and on its own behalf, as follows:
(a) Except as contemplated hereby and until the earliest of the Termination Date or the receipt of the Company Shareholder Approval, such 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 such Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling such 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 such 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 such 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. Such Shareholder shall promptly notify the Company of any such event.
Certain Covenants of the Shareholders. (a) Each Shareholder hereby covenants and agrees as follows: Such Shareholder has not, except for this Agreement, (a) entered into, and shall not enter into any voting agreement or voting trust with respect to its Subject Shares with respect to any of the matters described in Section 1.1(b) (the “Section 1.1(b) Matters”), (b) granted, and shall not grant a proxy, consent or power of attorney with respect to its Subject Shares with respect to any of the Section 1.1(b) Matters, or (c) taken, and shall not take any action that would make any representation or warranty of the Shareholders contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholders from performing any of their obligations under this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, except as specifically set forth in this Agreement, each Shareholder will continue to hold and shall have the right to exercise all voting rights related to such Shareholder’s Subject Shares.
Certain Covenants of the Shareholders. Each of the Shareholders hereby covenants and agrees with Newco as follows:
Certain Covenants of the Shareholders. Each of the Shareholders hereby covenants and agrees with Interstate Management as follows:
Certain Covenants of the Shareholders. The Shareholder hereby covenants and agrees with Parent and Purchaser as follows:
