Covenants of Shareholders. Each Shareholder hereby covenants and agrees that:
Covenants of Shareholders. Each of the Shareholders hereby covenants with Purchaser and Parent and agrees that from the date of this Agreement until the termination of this Agreement pursuant to Article IV, except with the prior written consent of Purchaser and Parent, it:
(a) shall not grant or agree to grant any proxy or other right to the Subject Securities, or enter into any voting trust or pooling or other agreement with respect to the calling of meetings of holders of Subject Securities, or the giving of any consents or approvals of any kind with respect to the Subject Securities, in each case other than pursuant to this Agreement;
(b) shall not requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;
(c) shall, at any meeting of securityholders of the Company at which the Shareholders or any registered holder of the Subject Securities are entitled to vote (and at every adjournment or postponement thereof), including at the meeting of holders of Shares to be called to approve the Arrangement or an Alternative Transaction, and in any action by consent of the securityholders of the Company:
(i) cause to be counted as present for purposes of establishing quorum all of the Subject Securities;
(ii) vote (or cause to be voted) all of the Subject Securities in favour of the approval, consent, ratification or adoption of the Arrangement or Alternative Transaction and any actions required in furtherance of the transactions contemplated thereby;
(iii) vote (or to cause to be voted) all of the Subject Securities against any resolution or transaction which would reasonably be expected in any manner, to frustrate, prevent, delay or nullify the Arrangement or Alternative Transaction or any of the other transactions contemplated thereby;
(iv) deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities eligible to be voted as soon as practicable and in any event not less than ten (10) Business Days prior to the then scheduled meeting date;
(v) not take, nor permit any Person on its behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form, as the case may be, deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholders might have unless this Agreement has, at such time, been previously terminated in accordance with Article IV; and
(vi...
Covenants of Shareholders. Each Shareholder hereby covenants and agrees as follows:
(a) In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or that are received in such transaction.
(b) While this Agreement is in effect, such Shareholder shall notify Sprint promptly (and in any event within one business day) in writing of the number of any additional Shares acquired by such Shareholder, if any, after the date hereof.
(c) Except as required in order to comply with such Shareholder’s fiduciary duties as a member of the Company’s Board of Directors, such Shareholder will not take any action that would have the effect of preventing, disabling or delaying such Shareholder from performing its obligations under this Agreement. Without limiting the foregoing, such Shareholder agrees that, except as required in order to comply with such Shareholder’s fiduciary duties as a member of the Company’s Board of Directors, neither such Shareholder nor any of such Shareholder’s representatives or agents will, indirectly or directly, solicit, encourage or initiate the submission of proposals or offers from, or provide any confidential information to, or participate in discussions or negotiations or enter into any agreement or understanding with, any party (other than Sprint and its representatives) concerning the sale of any assets of the Company (other than the sale of inventory in the ordinary course of business) or the sale of any shares of capital stock of, or any merger, combination or similar transaction involving, the Company or any of its subsidiaries. Except as required in order to comply with such Shareholder’s fiduciary duties as a member of the Company’s Board of Directors, such Shareholder agrees to immediately cease any discussions or communications with any other party conducted prior hereto with respect to any of the foregoing.
Covenants of Shareholders. 6.1 During the Term, the Shareholders represent and warrant to Guangzhou Xingbang for Guangzhou Xingbang’s benefit that the Shareholders shall:
6.1.1 Not transfer or assign the Pledged Collateral, nor create or permit to create any pledge or encumbrance to the Pledged Collateral which may adversely affect the rights and/or benefits of Guangzhou Xingbang without Guangzhou Xingbang’s prior written consent.
6.1.2 Comply with the laws and regulations with respect to the Pledge; present to Guangzhou Xingbang any notices, orders or advisements with respect to the Pledge that may be issued or made by a competent PRC authority within five (5) days upon receiving such notices, orders or advisements; comply with such notices, orders or advisements; or object to the foregoing matters upon the reasonable request of Guangzhou Xingbang or with written consent from Guangzhou Xingbang.
6.1.3 Timely notify Guangzhou Xingbang of any events which may affect the Pledged Collateral or the Shareholders’ rights thereto, or which may change any of the Shareholders’ warranties or affect the Shareholders’ performance of their obligations under this Agreement.
6.2 The Shareholders agree that Guangzhou Xingbang’s right to the Pledge pursuant to this Agreement shall not be suspended or inhibited by any legal proceedings initiated by the Shareholders, jointly or separately, or by any successor of or any person authorized by the Shareholders.
6.3 The Shareholders represent and warrant to Guangzhou Xingbang that in order to protect and perfect the security for the payment of the Consulting Services Fee, the Shareholders shall execute in good faith and cause other parties who have interests in the Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by Guangzhou Xingbang.
6.4 The Shareholders represent and warrant to Guangzhou Xingbang or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable period of time upon request, provide the relevant notice, order and decision regarding such registration to Guangzhou Xingbang.
Covenants of Shareholders. The Shareholders covenant and agree with Purchaser that, at all times from and after the date hereof until the Closing, the Shareholders will comply with all covenants and provisions of this Article V, except to the extent Purchaser may otherwise consent in writing.
Covenants of Shareholders. Each Shareholder agrees not to: except to the extent contained in this Agreement, grant any proxies, deposit any FNB Common Shares into a voting trust or enter into a voting agreement with respect to any FNB Common Shares; or without the prior written approval of BMO, solicit, initiate or encourage any inquiries or proposals for a merger or other business combination involving FNB.
Covenants of Shareholders. Each Shareholder agrees not to: except to the extent contained in this Agreement, grant any proxies, deposit any Company Common Shares into a voting trust or enter into a voting agreement with respect to any Company Common Shares; or without the prior written approval of Parent, solicit, initiate or encourage any inquiries or proposals for a merger or other business combination involving the Company.
Covenants of Shareholders. Shareholders shall, at OneSource's cost and expense, provide all information or other assistance that may be reasonably requested by OneSource to enable One Source to prepare or cause to be prepared all federal, state, and local Tax Returns with respect to the Company for all periods prior to the Effective Date that have not as yet been filed.
Covenants of Shareholders. Each Shareholder hereby covenants and agrees that, during the time this Agreement is in effect, except as otherwise specifically contemplated by (i) this Agreement, (ii) the Directors Agreement, or (iii) the Pledge and Security Agreement, such Shareholder shall not, and shall not offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create or permit to exist any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on such Shareholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to the Shares now owned or that may hereafter be acquired by such Shareholder.
Covenants of Shareholders. Each Shareholder, severally, and not jointly, covenants and agrees with respect to itself with New Holdco that:
