Covenants of Each Shareholder. Each Shareholder, severally and not jointly, covenants and agrees as follows:
Covenants of Each Shareholder. Until the termination of this Agreement in accordance with Section 7, each Shareholder, severally and not jointly, agrees as follows:
Covenants of Each Shareholder. Until the termination of this Agreement in accordance with Section 5, each Shareholder, in its capacity as such, agrees as follows:
Covenants of Each Shareholder. Each Shareholder, severally and not jointly, agrees as follows; provided that all of the following covenants shall apply solely to actions taken by such Shareholder in its capacity as a shareholder of Parent:
Covenants of Each Shareholder. Each Shareholder, severally and not jointly, hereby covenants and agrees that:
Covenants of Each Shareholder. Each Shareholder, acting as a shareholder of the Company and not as an officer or director of the Company, severally and not jointly, agrees as follows:
Covenants of Each Shareholder. So long as any Advance shall remain unpaid or the Lender shall have any Commitment, each Shareholder will:
Covenants of Each Shareholder. Each Shareholder, solely in such Shareholder’s capacity as the record holder and beneficial owner of such Shareholder’s Subject Shares (and not being bound in any respect hereby in such person’s capacity as a director or officer of the Company) severally and not jointly, covenants and agrees as follows:
Covenants of Each Shareholder. Each Shareholder agrees that at any meeting of the shareholders of the Company called to vote upon the Merger Agreement or the Merger, or at any adjournment thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement or the Merger is sought, such Shareholder shall vote (or cause to be voted) all the Company Shares of Shareholder (owned of record and/or beneficially) in favor of, and shall consent to (or cause to be consented to), (i) the approval of the Merger Agreement and the Merger and (ii) any other matter reasonably intended to facilitate the consummation of the Merger. In addition, each Shareholder agrees that at any meeting of the shareholders of the Company, or at any adjournment thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation), such Shareholder shall vote (or cause to be voted) all the Company Shares of Shareholder (owned of record and/or beneficially): (i) against any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under this Agreement, the Merger Agreement, or any other agreement contemplated hereby or thereby; (ii) against any Acquisition Proposal and against any other proposal for action or agreement that is intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone or adversely affect the consummation of the transactions contemplated by the Merger Agreement; (iii) against any change in the composition of the Company Board, other than as contemplated by the Merger Agreement or as recommended by a majority of the Company Board; and (iv) against any amendment to the articles of incorporation or by-laws of the Company, other than as contemplated by the Merger Agreement. Each Shareholder agrees not to (a) transfer, pledge, assign, tender or otherwise dispose of any Company Shares or any interest therein, to any Person other than pursuant to the Merger Agreement, (b) grant any proxies or power of attorney or enter into a voting agreement or other arrangement relating to the matters covered by this Section 2 with respect to any Company Shares, and (c) deposit any Company Shares into a voting trust.
Covenants of Each Shareholder
