Certain Covenants of the Stockholders. Except in accordance with the terms of this Agreement, each Stockholder hereby covenants and agrees as follows:
Certain Covenants of the Stockholders. Each Stockholder hereby covenants and agrees with Parent as follows:
Certain Covenants of the Stockholders. Each Stockholder hereby covenants and agrees with Warburg Pincus as follows:
Certain Covenants of the Stockholders. Each Stockholder hereby covenants and agrees with Buyer and Acquisition Sub as follows:
Certain Covenants of the Stockholders. Except in accordance with the terms of this Agreement, the Stockholders hereby covenant and agree as follows:
Certain Covenants of the Stockholders. (i) Except in accordance with the provisions of this Agreement, the Stockholders agree, while this Agreement is in effect, that they shall not:
Certain Covenants of the Stockholders. In compliance with the terms of Section 3.3 of the Voting Agreement, the Stockholders are not required to agree to any restrictive covenant in connection with the Transactions and any agreement of a Stockholder to any restrictive covenant is provided voluntarily by such Stockholder.
Certain Covenants of the Stockholders. Except for the sale of the Shares to Techniclone, from and after the date hereof the Stockholders shall not sell, transfer, pledge, hypothecate or otherwise dispose of any of the Shares or grant any options or rights to purchase, or enter into any agreements which would obligate any of the Stockholders to sell, or entitle any person or entity to acquire, any of such Shares or any interest therein, whether absolute or contingent. Unless and until this Agreement has been terminated in accordance with and for any reason permitted by Article X below, the Stockholders will not, nor will any of their respective representatives, agents, officers, directors, or employees, solicit or accept offers from, provide information or assistance to, or negotiate or enter into any agreement or understanding, oral or written, with, any other person or entity regarding or relating to (i) the sale, merger, or reorganization of the Company; (ii) the sale of any of the Company's assets (other than sales of assets by the Company in the ordinary course of business and consistent with past practices); (iii) the sale or other transfer of any of the outstanding shares of the Company, capital stock or the issuance of any new shares of capital stock or other securities of the Company; or (iv) any other transaction which could cause or result in any change, other than of an immaterial nature, in the Company's business, or which could interfere in any manner with the consummation of the transactions contemplated in this Agreement. Unless and until this Agreement has been terminated in accordance with and for any reason permitted by Article X below, the Stockholders shall use their best efforts to cause the Company, and its representatives, agents, officers, directors, or employees, not to solicit or accept offers from, provide information or assistance to, or negotiate or enter into any agreement or understanding, oral or written, with, any other person or entity regarding or relating to (i) the sale, merger, or reorganization of the Company; (ii) the sale of any of the Company's assets (other than sales of assets by the Company in the ordinary course of business and consistent with past practices); (iii) the sale or other transfer of any of the outstanding shares of the Company, capital stock or the issuance of any new shares of capital stock or other securities of the Company; or (iv) any other transaction which could cause or result in any change, other than of an immaterial nature, in...
Certain Covenants of the Stockholders. During the term of and in accordance with this Agreement, each Stockholder hereby, severally and not jointly, agrees with, and covenants to, Parent as follows:
Certain Covenants of the Stockholders. (a) RESTRICTION ON TRANSFER OF SUBJECT SHARES, PROXIES AND NONINTERFERENCE. During the Pre-Closing Period, the Stockholders shall not, directly or indirectly, in their capacity as stockholders of Crown, except pursuant to the terms and conditions of this Agreement: (i) offer for sale, sell, transfer, tender, loan, 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, grant any rights with respect to, or enter into any transaction which is designed to, or might be reasonably be expected to, resort in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) of any right, title and interest any or all of the Subject Shares; (ii) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into a voting agreement with respect to any of the Subject Shares; or (iii) take any action that would make any representation or warranty contained herein untrue, inaccurate or incorrect or have the effect of impairing the ability of the Stockholders to perform Stockholders' obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Transaction Agreement.
