Covenants and Agreements of the Selling Shareholders. Each Selling Shareholder further covenants and agrees with the Underwriter as follows:
(a) Such Selling Shareholder, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid all expenses (including transfer taxes allocated to the respective transferees) incurred by such Selling Shareholder in connection with the delivery to the Underwriter of the Shares to be sold by such Selling Shareholder hereunder.
(b) Such Selling Shareholder will deliver to the Underwriter prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8.
(c) During the Prospectus Delivery Period, such Selling Shareholder will advise the Underwriter promptly, and if requested by the Underwriter, will confirm such advice in writing, of any change in information relating to such Selling Shareholder in the Registration Statement or the Prospectus.
(d) Such Selling Shareholder agrees that it will not prepare or have prepared on its behalf or use or refer to any “free writing prospectus” (as such term is defined in Rule 405 under the Securities Act), and agrees that it will not distribute any written materials in connection with the offer or sale of the Selling Shareholder Underwritten Shares.
Covenants and Agreements of the Selling Shareholders. Up to and including the Closing Date, the Selling Shareholders covenant that:
Covenants and Agreements of the Selling Shareholders. Each Selling Shareholder agrees with each of the several Underwriters that:
(a) The Selling Shareholders shall not, during the Lock-Up Period, without the prior written consent of the Representative, (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of the Common Stock or securities convertible into or exchangeable or exercisable for any shares of the Common Stock, (ii) enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any of these transactions are to be settled by delivery of the Common Stock or other securities, or (iii) publicly disclose, unless required by law, the intention to make any offer, sale, pledge or disposition or enter into any transaction, swap, hedge or other arrangement. The foregoing sentence shall not apply to (A) the transfer of any shares of Common Stock pursuant to a tender offer, exchange offer, merger, business combination or similar transaction that will result in the holders of the Common Stock outstanding immediately prior to such transaction failing to continue to represent at least 50% percent of the combined voting power of the Common Stock or such surviving or other entity outstanding immediately after such transaction; (B) the sale or disposition of all or substantially all of the Company’s assets (or consummation of any transaction, or series of related transactions, having similar effect); (C) the sale by each of the spouses of the Company’s directors of up to an aggregate of 25,000 shares of Common Stock, owned by such spouse, after the 30-day post-offering stabilization period following the closing of the offering; (D) the delivery by any of the Selling Shareholders (or such Selling Shareholder’s spouse) of Common Stock in fulfillment of the over allotment option referred to in the Registration Statement; (E) the repurchase by the Company from its directors of stock purchase warrants as contemplated by the Registration Statement; (F) any shares of Common Stock issued, or options to purchase Common Stock granted, or transfers to the Company of existing shares of common stock in connection with a “cashless exercise” of options, in accordance with the terms contained in the current stock option plans of the Company; (G) the issuance by the Company of Common Stock upon the conversion or exercise of outsta...
Covenants and Agreements of the Selling Shareholders. The Selling Shareholders covenant and agree with the several Underwriters that:
(a) Each Selling Shareholder consents to the use of the Prospectus and any amendment or supplement thereto by the Underwriters and all dealers to whom Shares may be sold, both in connection with the offering and sale of Shares and for such period of time thereafter as the Prospectus is required by law to be delivered in connection therewith.
(b) Each Selling Shareholder will review the Prospectus and will comply with all agreements and satisfy all conditions on its part to be complied with or satisfied pursuant to this Agreement and the Custody Agreements at or prior to the Closing Date and any Option Closing Date and will advise its Attorney-in-Fact prior to the Closing Date and any Option Closing Date, if any statement to be made on behalf of the Selling Shareholder in any certificates contemplated by Section 7(i) hereof would be inaccurate if made as of such Closing Date or any Option Closing Date.
(c) None of the Selling Shareholders will take, directly or indirectly, any action designed to, or which has constituted, or which might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Common Shares of the Company.
Covenants and Agreements of the Selling Shareholders. Each Selling Shareholder covenants and agrees with the Underwriters as follows:
(a) Such Selling Shareholder will review the Prospectus and will comply with all agreements and satisfy all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Closing Date and will advise the Underwriters prior to the Closing Date if any representation or warranty made by the Selling Shareholders herein is not true or correct in any material respect on the Closing Date or any Selling Shareholder has not complied with any obligation or satisfied any condition which is required to be performed or satisfied by the Selling Shareholders on or prior to the Closing Date.
(b) On the Closing Date, all stock transfer and other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares to be sold by such Selling Shareholder to the Underwriters hereunder will have been fully paid for by such Selling Shareholder and all laws imposing such taxes will have been fully complied with.
Covenants and Agreements of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, covenants and agrees with each of the Underwriters:
(a) That he or she has executed the so-called "lock-up" agreement described in Section 10(i) of this Agreement.
(b) That he or she will not, at any time, directly or indirectly, take any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company.
Covenants and Agreements of the Selling Shareholders. Each Selling Shareholder covenants and agrees with the several Underwriters as follows:
(a) For a period of 180 days after the date of the Prospectus as first filed with the Commission pursuant to Rule 424(b) under the Act, without the prior written consent of Raymxxx Xxxex & Xssociates, Inc., such Selling Shareholder will not, directly or indirectly, sell, contract to sell, offer or otherwise dispose of or transfer any Company Securities or any rights to purchase Company Securities, except in accordance with that certain Securities Loan Agreement to be entered into on or before the date hereof between CDD Partners, Ltd., a Texas limited partnership, and such Selling Shareholder (each, a Securities Loan Agreement).
(b) Such Selling Shareholder will review the Prospectus and will comply with all agreements and satisfy all conditions on its part to be complied with or satisfied pursuant to this Agreement on or prior to the Closing Date and will advise the Representatives prior to the Closing Date if any statement to be made on behalf of such Selling Shareholder in the certificate contemplated by Section 9(i) would be inaccurate if made as of the Closing Date.
(c) On the Closing Date, all stock transfer and other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares to be sold by such Selling Shareholder to the several Underwriters hereunder will have been fully paid for by such Selling Shareholder and all laws imposing such taxes will have been fully complied with.
(d) 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, the Selling Shareholders severally agree to deliver to you at least two days prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9.
