Covenants of Stockmans
Covenants of Stockmans Sample Clauses
Related to Covenants of Stockmans
Covenants of Stockholder Stockholder hereby covenants and agrees that:
Covenants of Shareholder Shareholder hereby covenants and agrees that:
Certain Covenants of Stockholder 7.1 Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly: (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares; (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (c) solicit, initiate or encourage the submission of any proposal or offer from any person (other than Saturn or Merger Sub) relating to any acquisition or purchase of all or any material portion of the assets of, or any equity interest in (other than pursuant to the exercise of options outstanding on the date hereof), Smartflex or any subsidiary of Smartflex, or any merger, consolidation, business combination, reorganization, recapitalization or similar transaction involving Smartflex or any subsidiary of Smartflex (each a "Competing Transaction"), or participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise, cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any person (other than Saturn and Merger Sub) to do or seek any of the foregoing, Stockholder will cease and cause to be terminated any existing activities, discussions or negotiations by or on its behalf with any person (other than Saturn and Merger Sub) conducted heretofore with respect to any Competing Transaction and will promptly notify Saturn following receipt of any request by any person (other than Saturn or Merger Sub) relating to any possible Competing Transaction or information concerning Smartflex. Nothing contained herein will prohibit Stockholder, solely in his capacity as an officer or as a member of the board of directors of Smartflex (the "Board"), from furnishing information to, or entering into discussions or negotiations with, any person (other than Saturn and Merger Sub) in connection with an unsolicited proposal involving a fully-financed (as represented by such person) Competing Transaction which is made in writing by such person (other than Saturn and Merger Sub) and which, if consummated, would provide consideration per share, of Common Stock to the stockholders of Smartflex in excess of the Offer Price if, and only to the extent that, the Board determines in good faith, based upon the advice of SG Cxxxx Xxxurities Corporation and the written advice of Straxxxxx Xxxcx Xxxlxxx & Xautx, xxat such action is required for the Board to comply with its fiduciary duties to stockholders under Delaware law. 7.2 Stockholder agrees, while this Agreement is in effect, to notify Saturn promptly of the number of any shares of Common Stock beneficial ownership of which is acquired by Stockholder after the date hereof.
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 Parent Parent agrees that:
Covenants of Executive The Company and the Executive recognize that the Executive's services are special and unique and that the provisions herein for compensation under Section 4 and Section 5 are partly in consideration of and conditioned upon the Executive's compliance with the covenants contained in this Section 9. Accordingly, during the Term of the Agreement and until the end of the Compensation Period (as defined in Section 4(a)(ii) herein), the Executive shall be subject to the covenants contained in Sections 9(b), 9(c) and 9(d) herein.
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:
Representations, Warranties and Covenants of Stockholder Each Stockholder hereby represents, warrants and covenants to Company as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.
Covenants of Seller Seller covenants and agrees with Buyer as follows:
