Covenants of Stockholders. Each Stockholder hereby covenants and agrees that:
Covenants of Stockholders. 5.1 No Proxies for, Encumbrances on or Disposition of Company Shares.
(a) During the Support Period, except pursuant to the terms of this Agreement or in connection with the Offer and the Merger, each Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (a) grant any proxies, or enter into any voting trust or other contract, with respect to the voting of any Company Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 above, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such Company Shares or (c) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person to take any of the foregoing actions. Without limiting the generality of the foregoing, during the Support Period, each Stockholder shall not tender, agree to tender or cause or permit to be tendered any Company Shares Beneficially Owned by such Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer.
(b) Notwithstanding the foregoing clause (i), each Stockholder may transfer Company Shares held by such Stockholder to any of the other Stockholders party to this Agreement with Parent and Acquisition Sub or to any member of such Stockholder’s immediate family (or to any trust established for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.
Covenants of Stockholders. 5.1 No Disposition or Encumbrance of Shares; No Acquisition of Shares. -----------------------------------------------------------------
(a) Each Stockholder severally (and not jointly) covenants and agrees that, except as contemplated by this Agreement, no Stockholder shall, and no Stockholder shall offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create any security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on such Stockholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to the Shares now legally and/or beneficially owned by, or that may hereafter be acquired by, such Stockholder.
(b) Each Stockholder hereby severally (and not jointly) covenants and agrees that it shall not, and shall not offer to agree to, acquire any additional shares of Common Stock, or options, warrants or other rights to acquire shares of Common Stock, without the prior written consent of Purchaser.
Covenants of Stockholders. Each Stockholder, severally and not jointly, covenants as follows:
Covenants of Stockholders. Each Stockholder 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 Stockholders. Each Stockholder covenants and agrees for the benefit of Parent that, until the Expiration Date, such Stockholder will not:
(a) sell, transfer, pledge, hypothecate, encumber, assign, tender or otherwise dispose of, or enter into any contract, option or other arrangement or understanding (whether written or oral) 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 such 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) other than the Proxy, 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; and
(c) take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby and the Merger Agreement.
Covenants of Stockholders. (a) Except by virtue of the Stockholders’ representation on the Board, neither the Stockholders nor any of their Affiliates shall act, alone or in concert with others, to seek to control the day-to-day management of the Company or Board of Directors.
(b) Neither the Stockholders nor any of their Affiliates shall, either alone or in concert with others, (i) initiate or propose any stockholder proposal or stockholder nominations or make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote, or seek to influence any Person with respect to the voting of, any voting securities, or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A promulgated under the Exchange Act, as in effect as of the date hereof) in contravention of any of the provisions of this Agreement; (ii) otherwise act in contravention of the purposes of this Agreement or (iii) advise, assist or encourage or finance other Persons in connection with any of the foregoing types of activities.
Covenants of Stockholders. Each of the Stockholders severally (not jointly and severally) covenants and agrees that, during the period from the date of this Agreement until the earlier of the Closing Date or the date of termination of this Agreement, he or it will take such steps as lie within his or its powers to procure that MPC shall, other than as contemplated by this Agreement or for the purposes of effecting the Exchange and Closing pursuant to this Agreement or other than to the extent no Material Adverse Effect would be incurred, conduct its business and the business of MPC, only as presently operated and solely in the ordinary course, and consistent with such operation. In addition to the foregoing and, in connection therewith, each of the Stockholders severally (not jointly and severally) undertakes that he or it shall take such steps as lie within his or its powers to procure that MPC does not, without the prior written consent of DPW, do any of the following:
(a) amend the MPC Charter Documents;
(b) pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employees;
(c) merge or consolidate with any other entity or acquire or agree to acquire any other entity;
(d) sell, transfer, or otherwise dispose of any material assets required for the operations of MPC and MPC’s business except in the ordinary course of business, consistent with past practices;
(e) create, incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, or create or suffer to exist any mortgage, lien or other encumbrance on any of its material assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided to or by DPW and/or any of its Affiliates;
(f) make any material capital expenditure or series of capital expenditures except in the ordinary course of business;
(g) declare or pay any dividends on or make any distribution of any kind with respect to the Subject Shares;
(h) fail to notify DPW immediately in the event of any material loss of or damage to MPC or its material assets;
(i) fail to pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the date of this...
Covenants of Stockholders. Each Stockholder hereby covenants and agrees that, during the time this Agreement is in effect, except as otherwise specifically contemplated by this Agreement, such Stockholder 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 Stockholder's voting rights, charge or other encumbrance of any nature whatsoever with respect to the Voting Shares, except in each case, unless the transferee agrees in writing to be bound by the terms and conditions of this Agreement to the same extent as the transferor.
Covenants of Stockholders. Section 9.1 No reverse split of Common Stock of R&R. The Stockholders --------------------------------------- will not take any action to cause R&R to effectuate a reverse stock split of its common stock during the one year period commencing on the date hereon.
