Covenants of Stockholder. Stockholder hereby covenants and agrees that:
Covenants of Stockholder. Subject to Section 9 hereof, Stockholder agrees as follows:
(a) Without in any way limiting Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of Parent called upon to approve and adopt the Merger Agreement and the Merger, and to approve the issuance of Parent Common Stock in connection with the Merger or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger Agreement and the Merger is sought, Stockholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof):
(i) in favor of the Merger, the approval and adoption by Parent of the Merger Agreement, approval of the issuance of Parent Common Stock in connection with the Merger and approval of the other transactions contemplated by the Merger Agreement; and
(ii) against any amendment of Parent's certificate of incorporation or by-laws or equivalent organizational documents or other proposal or transaction involving Parent or any of its Subsidiaries which amendment or other proposal or transaction would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a breach of any representation, warranty or covenant or any other obligation or agreement of Parent Company under or with respect to, the Merger, the Merger Agreement, the issuance of Parent Common Stock in connection with the Merger or any of the transactions contemplated by the Merger Agreement or by this Agreement.
(b) Stockholder agrees not to transfer, sell, assign, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the termination of this Agreement. Notwithstanding the foregoing, (i) Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer the Subject Shares to (x) a member or members of a group consisting of Stockholder's spouse, Stockholder's issue, the spouses of Stockholder's issue or any charitable organization, (y) any trust or custodian account created for the primary benefit of any one or more of Stockholder or the permitted transferees described in clause (x) above or (z) a general partnership, limited partnership, limi...
Covenants of Stockholder. Stockholder covenants and agrees as follows:
(a) Subject to Section 3(c), at any meeting of the stockholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, as permitted by the Merger Agreement, or in any other circumstances upon which a vote, adoption or other approval with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is sought, Stockholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of Stockholder’s Subject Shares in favor of the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement, provided that, in each case, the Merger Agreement shall not have been amended or modified in a manner adverse to the Stockholders.
(b) At any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a vote, adoption or other approval is sought, Stockholder shall vote (or cause to be voted) all of Stockholder’s Subject Shares against each of the following: (i) any Company Takeover Proposal or any agreement relating thereto and (ii) any amendment of the Company Charter or the Company By-laws (other than pursuant to the Merger Agreement) or any other proposal, action, agreement or transaction which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of Stockholder contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Transactions, (C) dilute in any material respect the benefits to Parent or Sub of the Transactions or (D) change in any manner the voting rights of the Company Common Stock (the matters described in clauses (i) and (ii), collectively, the “Vote-Down Matters”).
(c) In the event of a Company Adverse Recommendation Change made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 3(a), (i) the number of shares of Company Common Stock that shall be consider...
Covenants of Stockholder. The Stockholder covenants and agrees as follows:
Covenants of Stockholder. Stockholder hereby covenants and agrees to cooperate fully with Parent and to execute and deliver any additional documents necessary or desirable and to take such further actions, in the reasonable opinion of Parent, necessary or desirable to carry out the intent of this Agreement.
Covenants of Stockholder. Stockholder covenants and agrees as follows:
(a) At any meeting of the stockholders of the Company called to vote on the Merger, the Merger Agreement or the other Transactions 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 Merger, the Merger Agreement or the other Transactions is sought, the Stockholder shall, (i) when a meeting is held, appear at such meeting or otherwise cause all Subject Shares that were outstanding on the record date for such meeting to be counted as present thereat for purposes of establishing a quorum, and (ii) vote (or cause to be voted), including by executing a written consent, the Subject Shares that were outstanding on the record date for such meeting in favor of the adoption and approval of the Merger, the Merger Agreement and all of the Transactions.
(b) The Stockholder hereby irrevocably grants to, and appoints, Parent and Sub, or any of them, and any individual designated in writing by any of them, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares of the Stockholder that are outstanding on the applicable date, or grant a consent or approval in respect of the Subject Shares of the Stockholder that are outstanding on the applicable date in a manner consistent with this Section 3. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 3(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney is given to secure the performance of the duties of the Stockholder under Section 3 of this Agreement. The Stockholder hereby further affirms that the irrevocable proxy and power of attorney is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy and attorney-in-fact may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law. The irrevocable proxy and power of a...
Covenants of Stockholder. The Company Principal Stockholder covenants and agrees for the benefit of Parent that, until the Expiration Date, he shall not:
(a) sell, transfer, pledge, hypothecate, encumber, assign, tender or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment, tender or other disposition of, (i) any Subject Shares or any interest therein, or (ii) any Company Options and Other Rights or any interest therein; provided, however, that Stockholder may convert, exercise or exchange Company Options and Other Rights into or for shares of Company Capital Stock in which event such shares of Capital Stock shall become and be deemed Subject Shares subject to all the terms and conditions of this Agreement;
(b) acquire any shares of the stock of Parent except pursuant to existing Company Options and Other Rights or unless such shares shall become subject to the terms of this Agreement;
(c) grant any powers of attorney or proxies or consents in respect of any of the Subject Shares, deposit any of such Subject Shares into a voting trust, or enter into a voting agreement with respect to any of such Subject Shares; or
(d) take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby and the Merger Agreement.
Covenants of Stockholder. Each Stockholder hereby covenants and agrees, severally and not jointly, that:
Covenants of Stockholder. Until the termination of this Agreement in accordance with Section 4 hereof, Stockholder agrees as follows:
Covenants of Stockholder. Except as set forth in the Merger Agreement, Stockholder hereby covenants and agrees that during the term hereof it shall not enter into any transaction, take any action or by inaction permit any event to occur, that would result in any of the representations or warranties of Stockholder herein contained not being true and correct. Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that Stockholder may have under Section 262 of the General Corporation Law of the State of Delaware or otherwise.
