Covenants of Member Sample Clauses

Covenants of Member. Member covenants to and in favor of the Secured Parties as follows: (a) Member shall maintain its existence as a Delaware limited liability company and all material rights, privileges, and franchises necessary to perform its obligations hereunder. (b) Member shall perform and comply, in all material respects, with all obligations and conditions on its part to be performed hereunder, under the LLC Agreement and with respect to the Collateral. (c) Member will, so long as any Obligations shall be outstanding, defend its title to the Collateral and the interest of Security Agent in the Collateral against any claim or demand of any Persons (except for Permitted Liens). (d) Member shall not directly or indirectly create, incur, assume or suffer to exist any liens on or with respect to any part of the Collateral (other than Liens granted pursuant to the Financing Documents or clauses (b) and (f) of the definition of Permitted Liens as such term is defined in Section 8(e) above). Member will at its own cost and expense promptly take such action as may be necessary to discharge any such liens. (e) Without the prior written consent of Security Agent, such consent not to be unreasonably withheld, Member will not file or authorize to be filed in any jurisdiction any financing statements under the UCC or any like statement with respect to the Collateral, in which Security Agent is not named as the sole secured party for the benefit of the Secured Parties. (f) Member will not cause, suffer or permit the sale, assignment, conveyance or other transfer of all or any portion of Member’s Membership Interest in Borrower other than in accordance with Section 8.17 of the Financing Agreement. (g) Without the prior written consent of Security Agent, such consent in respect to modification or amendment not to be unreasonably withheld, or except as otherwise permitted by the Financing Agreement, shall not terminate, modify or amend the LLC Agreement. (h) Member shall give to Security Agent prompt notice of (i) each demand or notice received by it relating to the LLC Agreement; and (ii) any default, event of default or event which with the giving of notice or the passage of time or both might reasonably be expected to become a default under the LLC Agreement, whether by Borrower, Member or any other Person, of which Member has knowledge or has received notice. (i) If Member in its capacity as a member of Borrower receives any income or distribution of money or property of any kind f...
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Covenants of Member a. Member shall comply at all times with all present and future applicable ordinances, resolutions, statutes and established Resort rules. b. Member shall comply with all present and future health, safety, environmental and sanitary rules and regulations of any and all applicable regulatory bodies, including but not limited to those established by any and all federal, state and local government agency, by the U.S. Army Corp of Engineers and by the United States Coast Guard. c. Member agrees that the Resort, its members, managers, directors, officers, employees, volunteers, representatives, agents and insurers shall not be liable to Member or any other person for any loss, injury, death or damage to persons or property that may arise in relationship to Member or Member’s guest’s use of the Slip or marina area. Member further agrees to indemnify, defend, release, discharge and hold the Resort, its members, managers, directors, officers, employees, volunteers, representatives, agents and insurers harmless from and against any and all loss, cost, liability, damage and expense, including but not limited to reasonable attorney's fees, penalties and fees incurred in connection with or arising from: i. any default by Member of the terms and conditions of this Lease; ii. the use of the Slip and marina by Member, its family members, guests, invitees, licensees, vendors, visitors and/or agents; iii. acts, omissions and/or negligence of the Resort, its members, managers, directors, officers, employees, volunteers, representatives and/or agents in or around the Slip and/or marina, except for the sole negligence of the Resort; iv. acts, omissions and/or negligence of Member, its family members, guests, invitees, licensees, vendors, visitors and/or agents whether individuals or businesses, in or around the Slip and/or marina; v. storm, fire, theft, or other casualty whatsoever; vi. any claims by any other person by reason of loss, injury, death or damage to persons or property due to an act, occurrence or omission set forth above in this Section C. vii. Member acknowledges and agrees that the Boat and all personal property of Member is moored at the Slip at Member's sole risk, and the Resort shall not be liable for any loss or damage thereto. viii. Damage to the Slip caused (or suffered to be caused) by Member and/or the Boat must be repaired at Member's sole expense. Failure to repair damage to the Slip within fourteen
Sample 1Sample 2
Covenants of Member. 1. Member acknowledges that Corporation has any and all rights to the MIPI Trademark(s) and that except for the license rights expressly set forth in this License, Member shall have no interest or right to MIPI Trademark(s). Member shall use the MIPI Trademark(s) only in relation to MIPI-compliant products and services, and shall use good faith efforts to avoid using the MIPI Trademark(s) in any manner likely to deceive or cause confusion in trade or jeopardize the exclusiveness or distinctiveness of the MIPI Trademark(s), 2. Member is responsible for compliance with all relevant statutes, regulations and other binding provisions, affecting the MIPI-compliant product(s) or services for which noncompliance would expose Corporation to a third party claim or governmental claim. Without Corporation's prior written consent, Member may not use the MIPI Trademark(s) in conjunction with any device, character, word, name, imagery, symbol or other feature so as to create a composite trademark, 3. Member shall not engage in any conduct, or make any representation, which may suggest that Corporation is the provider of the MIPI-compliant product or MIPI service, that the Member is for any purposes the agent of Corporation, or that the Member promotes or supplies any of the MIPI-compliant products or MIPI services on behalf of Corporation, and 4. Member shall not in any way incur any obligations on behalf of Corporation or make any representations or warranties on behalf of Corporation.
Sample 1Sample 2
Covenants of Member. Member covenants and agrees with the Bank that: 5.1. Member shall be bound by, comply with and use the Direct Subsidy in accordance with the terms and conditions of (i) this Agreement and (ii) the AHP Documents. 5.2. Member is likely within twelve (12) months after the Approval Date to (i) draw down the Direct Subsidy to fund the Project or (ii) procure other financing commitments from third parties for the Project. 5.3. Member shall ensure that Project Completion occurs within four (4) years after the Approval Date, unless the Project involves Native American sponsors or is located on Native American land, in which case Member shall ensure that Project Completion occurs within six (6) years after the Approval Date. Within ten (10) Business Days after the date of Project Completion, Member shall notify the Bank that Project Completion has occurred and shall subsequently provide to the Bank such documentation in such timeframes as the Bank in its sole discretion shall request proving that Project Completion has occurred. 5.4. The Project meets, or will meet upon Project Completion, the applicable minimum eligibility standards set forth in the AHP Regulations. 5.5. Member shall pass on the full amount of the Direct Subsidy to the Project. 5.6. Member shall comply with the Due Diligence Requirements. 5.7. Member shall ensure that any unit of the Project that is purchased, constructed, or purchased in conjunction with rehabilitation, with the proceeds of a Direct Subsidy is subject to a deed restriction or other legally enforceable retention agreement or mechanism in form and substance satisfactory to the Bank, in its sole discretion, requiring that (i) the Bank is to be given notice of (A) any sale, transfer, assignment of title or deed of the unit occurring prior to the end of the Retention Period or (B) any refinancing, foreclosure, deed-in-lieu of foreclosure or assignment of any lien against the unit occurring during the Retention Period; (ii) in the case of a sale, transfer, or assignment of title or deed of the unit prior to the end of the retention period, the homeowner shall repay to the Bank an amount (“Repaid Direct Subsidy”) equal to the lesser of: (1) a pro rata share of the Direct Subsidy, reduced by 1/60 for every month the seller owned the unit, or (2) any net proceeds realized upon the sale, transfer, or assignment of title or deed of the unit, minus the AHP-assisted household’s investment (as defined in the AHP Regulations), unless the purcha...
Sample 1
Covenants of Member. Member covenants and agrees to (a) cause Owner to timely and fully discharge its obligations under this Agreement, and to make, execute and deliver such documents and instruments, and take such other actions, as may be necessary or appropriate for causing owner to timely and fully discharge its obligations hereunder, and (b) indemnify, defend, and hold the Company free and harmless from and against all claims, costs, damages and expenses arising from or relating to any breach by owner or Consultant of their respective obligations under this Agreement.
Sample 1
Covenants of Member. 9.1 Member covenants and agrees with Provider that Member will: (a) At all times act in a manner that is considered proper and courteous to fellow Members, to Searstone employees and contractors, and to Provider’s directors, officers, and employees. (b) Comply with all reasonable operating procedures applicable to Searstone, and with all rules and regulations adopted by Provider from time-to-time, as published in the Searstone Resident Manual. (c) Pay when due the Entrance Fee, the Membership Fee, and the Other Charges as provided in this Agreement. (d) Within sixty (60) days following commencement of residency at Searstone, make provision by will or otherwise upon termination of this Agreement for the disposition of all furniture, possessions, and property of Member located on the premises of Searstone. (e) Not willfully mismanage assets necessary to meet Member’s financial obligations under this Agreement. (f) Notify Provider of any change in Member’s health or financial condition between the time this Agreement is signed and initial occupancy of Member’s residence. (g) Purchase and maintain at Member’s cost Medicare Part A, Medicare Part B (or equivalent), and one supplemental health insurance policy and to furnish Searstone evidence of coverage. Member shall be responsible for paying costs of hospital care, Medicare covered nursing services, prescription drugs, prescribed therapies, physician fees, and the like that are not covered by insurance. If Member does not maintain this insurance, Provider may acquire it on behalf of Member and charge Member for the cost thereof, with Member being obligated to reimburse Provider for the cost of such insurance. If Member does not maintain this insurance and Provider cannot purchase Medicare coverage and Medicare supplemental coverage or the equivalent for Member, Provider shall have the authority to require an adjustment in the Membership Fee to fund the additional
Sample 1
Covenants of Member. Members hereby covenant and agree that Members shall, during the period its Member Operating Division is conducting business, deliver to each customer of the Company (a "Member Customer") an Affiliated Business Arrangement Disclosure Statement (the "ABA Notice") in the form attached hereto as Exhibit "B" at such time as the Member Customer is referred to, or made aware of the existence of the Company, and its products and services, and to obtain an executed copy of the ABA Notice, in the form so delivered, from each such Member Customer. In connection herewith, Members acknowledge and agree that unless such ABA Notice is delivered and executed by the Members' Customer, Members' shall forfeit all right to its Members Interests in the Company, as defined in Section 1.42 of the Operating Agreement, and all right and interest in its profit and loss from the Operating Division of the Company, in regard to such Members' Customer, provided that all expenses incurred in connection with a loan made or proposed to be made to such Members' Customer shall be charged to such Member's Operating Division.
Sample 1
AutoNDA by SimpleDocs
Covenants of Member. Member covenants and agrees with the Bank that: 5.1. Member shall be bound by, comply with and use each Subsidy in accordance with the terms and conditions of (i) this Agreement and (ii) the HELP Documents. 5.2. Member will draw down each Subsidy and pass on the full amount of each Subsidy to the household specified in the Request for the Subsidy as a grant in an amount up to the maximum amount of Subsidy per household as set forth in the AHP Implementation Plan within the period of time specified by the Bank in the AHP Implementation Plan. 5.3. Member shall ensure that any single-family home for which a Subsidy is used in connection with the purchase of the home is subject to a deed restriction or other legally enforceable retention agreement or mechanism in form and substance satisfactory to the Bank, in its sole discretion, requiring that (i) the Bank or its designee is to be given notice of (A) any sale or other transfer of the single-family home occurring prior to the end of the Retention Period or (B) any refinancing, foreclosure, deed-in-lieu of foreclosure or assignment of any lien against the single-family home occurring prior to the end of the Retention Period; (ii) in the case of a sale of the single-family home prior to the end of the Retention Period, an amount equal to the pro rata share of the total amount of the Subsidy granted for the single-family home that financed the purchase or construction of the single-family home, reduced 1/60 for every month the household owned the single-family home (the “Repaid Subsidy”), shall be repaid to the Bank from any net gain realized upon the sale of the single-family home after deduction for sales expenses, unless the purchaser is a Low- or Moderate-Income Household; (iii) in the case of a refinancing prior to the end of the Retention Period, the Repaid Subsidy shall be repaid to the Bank from any net gain realized upon the refinancing, unless the single- family home continues to be subject to a deed restriction or other legally enforceable retention agreement or mechanism as described in this Section 5.3 in form and substance satisfactory to the Bank, in its sole discretion; and (iv) the obligation to repay the Subsidy to the Bank shall terminate after any foreclosure, deed-in-lieu of foreclosure or assignment to the United States Secretary for Housing and Urban Development of any lien against the single-family home. 5.4. Member shall promptly give written notice to the Bank of an Event of Default at ...
Sample 1
Covenants of Member 
Sample 1

Related to Covenants of Member

  • Covenants of Stockholder Stockholder hereby covenants and agrees that:

  • Covenants of Party B Party B hereby covenants as follows: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; 2.2.6 To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; 2.2.7 Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8 Party B hereby waives its right of first of refusal to transfer of equity interest by any other shareholder of Party C to Party A (if any), and gives consent to execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney and undertakes not to take any action in conflict with such documents executed by the other shareholders; 2.2.9 Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation, or any proceeds from transferring its entire or a part of equity interest in Party C, to Party A or any other person designated by Party A to the extent permitted under applicable PRC laws; and 2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Party B’s Equity Interest Pledge Agreement or under the Party B’s Power of Attorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

  • COVENANTS OF ICANN ICANN covenants and agrees with Registry Operator as follows:

  • Covenants of Shareholder Shareholder hereby covenants and agrees that:

  • Covenants of the Vendor 7.1 The Vendor hereby covenants that, during the Interim Period, the Vendor will, and will cause the Corporation to: (a) carry on the Business in the ordinary course and use its best efforts to preserve the assets, the Business and the clients, customers and suppliers connected therewith; (b) give the Purchaser, the Purchaser's Solicitors and the Purchaser's representatives full access during normal business hours to the properties, books, contracts, commitments and records of the Corporation; (c) furnish the Purchaser with all information concerning the affairs of the Corporation as the Purchaser may reasonably request; (d) do all things and cause all things to be done to ensure that all of the representations and warranties of the Vendor contained in this agreement remain true and correct throughout the Interim Period as if such representations and warranties were continuously made throughout such period; (e) not enter into any contracts, commitments or transactions pertaining to the Business, or incur any indebtedness, obligations or liability or make any payment in respect thereof, except in the ordinary course of business; (f) not incur any capital expenditures, or acquire or agree to acquire additional assets, or enter into any forward commitments for inventories, supplies or services (whether or not there are any contracts in writing with respect thereto), except in the ordinary course of business; (g) not increase the wages or salaries or any other form of remuneration, direct or indirect, of any of the employees, officers or directors of the Corporation; (h) not sell, agree to sell or otherwise dispose of any of the assets of the Corporation except in the ordinary course of business; (i) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business; (j) obtain all necessary consents and approvals to the transaction herein contemplated required pursuant to the terms of any leases, contracts or rights of the Corporation or to which it is a party or to which any of the property or assets may be subject to or bound; (k) not declare, pay or authorize dividends or other distributions on any shares of the Corporation or purchase or redeem any shares of the Corporation; (l) not amend the Articles (as defined in the Business Corporations Act (Ontario)) of the Corporation, amalgamate or merge with any other corporation, or issue any securities (as defined in the Business Corporations Act (Ontario)) or redeem or purchase any issued securities; (m) use their reasonable best efforts to ensure that the Corporation's bank operating line of credit from the Bank of Montreal shall remain in place with the Corporation immediately following the Closing Date, provided that Bank of Montreal fully releases any guarantees for that line of credit; and (n) not increase the Shareholder's Loan amount nor shall any Shareholder's Loan related payments be made by the Corporation to the Vendor prior to the Time of Closing. 7.2 The Vendor hereby covenants that, at the Time of Closing, the Vendor will: (a) furnish the Purchaser with a certificate of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser's Solicitors that all necessary corporate authorizations authorizing and approving the transaction contemplated herein have been obtained in respect of the Corporation; (c) deliver to the Purchaser a written acknowledgement from the lessor of any leased premises, in a form reasonably satisfactory to the Purchaser's Solicitors, acknowledging that the lease in respect thereof is in good standing, that all rents, additional rents and other amounts due and payable by the Corporation pursuant to such lease have been paid in full to the Effective Date, and that the Corporation is not in breach of its obligations under such lease, together with the unconditional written consent of the said lessor to the sale of the Purchased Shares to the Purchaser, if required under the terms of such lease; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a "non-resident" of Canada within the meaning of the Income Tax Act (Canada); (e) provide the Purchaser with the favourable opinion of the Vendor's Solicitors in a form reasonably satisfactory to the Purchaser's Solicitors, acting reasonably: (i) as to the authorized and issued capital of the Corporation and the shareholder and shareholdings in the Corporation; (ii) that all issued and outstanding shares in the capital of the Corporation are issued and outstanding as fully paid and non-assessable; Page 38 of 75 - Share Purchase Agreement Initial ----------- (iii) that the Corporation has been duly amalgamated and organized and is a valid and subsisting corporation under the laws of the Province of Ontario; (iv) that all necessary actions and proceedings have been taken to authorize and permit the due and valid transfer of the Purchased Shares at the Time of Closing from the Vendor to the Purchaser; and (v) that this agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor, enforceable against her in accordance with its terms (subject to bankruptcy laws and the availability of equitable remedies) and, to the knowledge of the Vendor's Solicitors, does not violate the provisions of any indenture or agreement to which the Vendor or the Corporation or either of them are a party or by which either of them are bound; (f) cause all necessary steps and proceedings as may reasonably be approved by the Purchaser's Solicitors to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (g) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 7.2(g) shall be approved at the Time of Closing; (h) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (i) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets; (j) deliver to the Purchaser a release executed by the Vendor with respect to all payroll and severance related obligations of the Corporation; (k) deliver and cause to be delivered to the Purchaser the Escrow Agreement, duly executed by the Vendor; (l) deliver and cause to be delivered to the Purchaser a release executed by Xxxx Xxxxx with respect to all obligations of the Corporation; (m) pay to the Corporation $273,884 for the purchase as of the Effective Date of the Cash Value Of Life Insurance and the respective insurance policy from the Corporation; Page 39 of 75 - Share Purchase Agreement Initial ----------- (n) deliver and cause to be delivered to the Purchaser a non-competition covenant from Xxxx Xxxxx in the form attached hereto as Schedule "7.2(n)"; (o) deliver and cause to be delivered to the Purchaser the New Lease between Alpen and the Corporation to become effective on September 1, 2004 (the day immediately following the last day of the Corporation's current lease agreement with Alpen); (p) pay all the non-arms length expenses, accounts payable and accrued liabilities of the Corporation, excluding any ordinary course lease payments and payroll related transactions, from the date of this Agreement to the Time of Closing, and release the Corporation from the obligation to repay the Vendor for these payments; and (q) shall release, and cause the Vendor's affiliates, including any of the Vendor's family that is or has been employed by the Corporation, or the Vendor shall indemnify the Purchaser and the Corporation from any and all severance obligations related to their employment by the Corporation, and any other contractual obligations of the Corporation to the Vendor and her affiliates. 7.3 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may, in the reasonable opinion of the Purchaser's Solicitors, be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser; (b) only discharge the Security Interests when the payments of Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2

  • Covenants of Parent Parent agrees that:

  • Covenants of the Manager The Manager covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Manager that otherwise would not be required to be filed by the Company thereunder, but for the action of the Manager.

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.

  • Covenants of Each Stockholder Unless this Agreement is terminated in accordance with its terms, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek the Company Shareholder Approval or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Reorganization Agreement, the Reincorporation Merger, the Share Exchange or the Plan of Merger is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Shareholder Approval. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any Company Takeover Proposal and (ii) any amendment of the Company Charter or the Company Bylaws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. (d) The Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

  • Covenants of the Partnership The Partnership covenants with each Underwriter as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!