Covenant of Stockholder Sample Clauses

Covenant of Stockholder. So long as the Merger Agreement remains in effect, Stockholder hereby covenants and agrees with BellSouth that, except pursuant to the terms of this Agreement, Stockholder will not, without the prior written consent of BellSouth, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any WCA Securities.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Covenant of Stockholder. Stockholder agrees and covenants that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.1(k), Stockholder will forthwith discontinue disposition of Registrable Common Stock pursuant to the registration statement covering such Registrable Common Stock until Stockholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.1(k), and, if so directed by the Company, Stockholder will deliver to the Company all copies, other than permanent file copies, then in Stockholder's possession of the most recent prospectus covering such Registrable Common Stock at the time of receipt of such notice.
Sample 1
Covenant of Stockholder. The Stockholder hereby agrees to pay, ----------------------- perform and discharge when due all of the obligations and liabilities of SSA and Xxxxxx, if any, arising from and after the Closing under the Vehicles Matters and the Split Dollar Policies. The Stockholder covenants and agrees that, as promptly as possible after the Closing, he shall (a) have assigned to him and shall assume the obligations of SSA and Xxxxxx under, the Split Dollar Policies and any Vehicles Matters which are not solely in the Stockholder's name and (b) obtain insurance coverage for each of the vehicles subject to the Vehicles Matters. From and after the Closing, the Stockholder shall execute and deliver or cause to be executed and delivered such documents and take such other actions as may be requested by Parent, Sub or Mac-Gray to ensure that title to the assets used in the business of SSA and Xxxxxx, other than assets being assumed by or transferred to the Stockholder pursuant to the terms of this Agreement, is fully and effectively transferred to Parent, Mac-Gray and/or Sub, as the case may be.
Sample 1
Covenant of Stockholder. Stockholder expressly covenants and agrees that in the event of Purchaser's exercise of either Option and/or the exchange of Shares in the Merger for the DeWixx XXX Shares, Stockholder will not dispose of, transfer, sell, hypothecate, mortgage, pledge, or otherwise encumber the DeWixx XXX Shares, provided, however, that Stockholder may transfer the DeWixx XXX Shares to members of her immediate family (including children, grandchildren, and great grandchildren) or trusts for the benefit of the Stockholder and her immediate family, so long as the transferees provide a written undertaking reasonably acceptable to PMI that the transferred DeWixx XXX Shares shall remain subject to this Agreement. The limitations on transfer in the immediately preceding sentence, will expire on the first to occur of (i) the death of Stockholder, or (ii) two years following the date of issuance of the DeWixx XXX Shares to Stockholder or, in the event that Stockholder acquires the DeWixx XXX Shares pursuant to the Put Option or the Purchase Option, one year following the date of issuance of the DeWixx XXX Shares to Stockholder.
Sample 1
Covenant of Stockholder. Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber (a “Transfer”) the Shares or any Additional Shares, or to make any offer or enter into any agreement relating thereto, at any time during the term of this Agreement. This Section 5 shall not prohibit a Transfer of the Shares or any Additional Shares by Stockholder to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or upon the death of Stockholder; provided that a Transfer referred to in this sentence shall be permitted only if the transferee agrees, prior to the Transfer, in a writing reasonably satisfactory in form and substance to Purchaser, to be bound by all of the terms of this Agreement.
Sample 1
Covenant of Stockholder. Except as permitted by the terms of this Agreement or in a manner which would cause the Shares to be voted in accordance with Section 1 hereof, Stockholder hereby covenants and agrees that prior to the termination of this Agreement, Stockholder shall not, directly or indirectly grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or take and action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or would result in breach by Stockholder of its obligations under this Agreement.
Sample 1

Related to Covenant of Stockholder

  • Covenants of Stockholder Stockholder hereby covenants and agrees that:

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

  • 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:

  • Rights of Stockholder Except as otherwise provided in Section 2 and this Section 3, during the Vesting Period and after the certificates for the Restricted Shares have been issued, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote and the right to receive dividends, with respect to the Restricted Shares subject to this Agreement. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be paid to the Recipient when earned and payable.

  • List of Stockholders The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list shall be open to examination of any stockholder during the time of the meeting as provided by law.

  • Covenants of Each Stockholder Until the termination of this Agreement in accordance with Section 8, each Stockholder, severally and not jointly, agrees as follows:

  • Covenants of Shareholder Shareholder hereby covenants and agrees that:

  • Covenants of the Stockholder The Stockholder agrees as follows:

  • No Rights of Stockholder Neither the Employee (nor any beneficiary) shall be or have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares issuable pursuant to the exercise of this option, unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee (or beneficiary).

  • Consent of Stockholders in Lieu of Meeting Unless otherwise provided in the certificate of incorporation or by law, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to (i) its registered office in the State of Delaware by hand or by certified mail or registered mail, return receipt requested, (ii) its principal place of business, or (iii) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by these bylaws, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to (i) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (ii) its principal place of business, or (iii) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 1.10.

Time is Money Join Law Insider Premium to draft better contracts faster.