Covenants of the Holder. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 or Section 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities.
(b) Each Holder agrees by its acquisition of such Registrable Securities that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 4(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4(b) and (c) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.
(c) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), or 4(c)(v), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 4(j), or until it is advised in writing (the "Advice") by the Company that the use of ------ the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.
(d) Each Holder agrees that upon any sale of Registrable Securities pursuant to the Registration Statement that it shall so advise the Company of such sale by delivering to the Company a completed and executed copy of the Notice of Sale Letter, a copy of which is attached hereto as Exhibit A.
(e) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with the provisions of Section 9 of the Exchange Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock.
(f) Each Holder agrees that for so long as it owns Registrable Securities, it will comply with ...
Covenants of the Holder. The Holder hereby agrees and covenants that:
(a) any shares of capital stock of the Company (including the Company Common Stock) that the Holder purchases or with respect to which the Holder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like) after the date of this Agreement and prior to the termination of the covenants of the Holder set forth in Section 1 shall be considered Subject Shares and subject to the covenants of Section 1 and Section 2 of this Agreement;
(b) the Holder will not sell, assign, pledge or otherwise transfer any of the Subject Shares at any time prior to the termination of the covenants of the Holder set forth in Section 1; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution or intestate succession following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws; and
(c) during the period beginning on the date of the termination of the covenants of the Holder set forth in Section 1 and ending on June 30, 2000, the Holder will not sell, assign or transfer all or any of the Subject Shares other than for value in a bona fide arms' length transaction to an unaffiliated transferee; provided, however, that the foregoing limitation shall not apply to any transfer effected pursuant to the laws of descent and distribution following the death of the Holder during the subject period, but shall apply to any further transfer by any permitted successor or assign of the Holder pursuant to such laws.
Covenants of the Holder. (a) During the period from the date of this Agreement until the Expiration Date, except in accordance with the provisions of this Agreement, Holder agrees that it will not:
(i) sell, sell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, assignment or other disposition of, any Optioned Securities or Voting Securities;
(ii) deposit any Optioned Securities or Voting Securities into a voting trust, or grant any proxies or enter into a voting agreement with respect to any Optioned Securities or Voting Securities; or
(iii) except for actions permitted by Section 5.02 of the Merger Agreement, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Acquisition Proposal, or agree to or endorse any Acquisition Proposal.
(b) Any additional shares of Company Common Stock, warrants, options or other securities or rights exercisable for, exchangeable for or convertible into shares of Company Common Stock (collectively, "Equity Securities") acquired by Holder will become subject to this Agreement and shall, for all purposes of this Agreement, be considered Optioned Securities or Voting Securities, as the case may be.
(c) Holder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling Holder from delivering its Optioned Securities to the Merger Sub or otherwise performing its obligations under this Agreement. To the extent that any Optioned Securities (other than Company Common Stock) may not be assigned by Holder to the Merger Sub without exercising, exchanging or converting such Optioned Securities for or into Company Common Stock, Holder agrees to exercise, exchange or convert such Optioned Securities for or into Company Common Stock prior to the closing of the purchase of such Optioned Securities upon exercise of the Option.
Covenants of the Holder. The Holder hereby agrees and covenants that:
Covenants of the Holder. The Holder hereby agrees and covenants that any shares of capital stock of the Company (including Company Shares) that the Holder purchases or with respect to which the Holder otherwise acquires beneficial ownership after the date of this Agreement and prior to the termination of this Agreement pursuant to Section 8 shall be considered "Subject Shares" and subject to each of the terms and conditions of this Agreement.
Covenants of the Holder. Holder hereby agrees to permit the Company to publish and disclose Holder’s identity, ownership of the Holder’s Shares and any Other Shares and the nature of Holder’s commitments, arrangements and understandings under this Agreement and a copy of this Agreement, in (a) the proxy materials filed by the Company with the SEC in connection with the Business Combination, (b) any Form 8-K filed by the Company with the SEC in connection with the execution and delivery of this Agreement, or in connection with the Business Combination, and (c) any other documents or communications provided by the Company or the Company to any governmental authority or to the Company’s shareholders, in each case, to the extent required by the federal securities laws or the SEC or any other securities authorities. Holder agrees that it shall not, and shall cause its affiliates not to, indirectly accomplish or attempt to accomplish that which it is not permitted to accomplish directly under this Agreement.
Covenants of the Holder. Each Holder further agrees and covenants that at any time and from time to time it will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Agreement, to comply with the terms of the Company’s existing Charter, as amended, and any other agreements referenced herein (including the Investor Agreements), each as may be amended, and to comply with state or federal laws and all other regulatory approvals.
Covenants of the Holder. Holder hereby agrees to permit the Company to publish and disclose Holder’s identity, ownership and/or acquisition of the Holder Shares and any Other Shares and the nature of Holder’s commitments, arrangements and understandings under this Agreement and a copy of this Agreement, in (a) the proxy materials filed by the Company with the United States Securities and Exchange Commission (“SEC”) in connection with the Extension and/or the Company’s initial Business Combination, (b) any Form 8-K filed by the Company with the SEC in connection with the execution and delivery of this Agreement, or the consummation of the Extension or in connection with the Company’s initial business combination, and (c) any other documents or communications provided by the Company or the Company to any governmental authority or to the Holder, in each case, to the extent required by the federal securities laws or the SEC or any other securities authorities. Additionally, the Holder shall not, at any time while this Agreement remains in effect, (i) enter into any agreement or trust with respect to the Holder Shares inconsistent with Holder’s obligations pursuant to this Agreement, (ii) grant a proxy, a consent or power of attorney with respect to the Holder Shares, or (iii) enter into any agreement or take any action that would make any representation or warranty of the Holder contained herein untrue or inaccurate in any material respect or have the effect of preventing or disabling the Holder from performing any of its obligations under this Agreement.
Covenants of the Holder. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2 and 3 hereof with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities.
(b) Upon receipt by a Holder of the notification from the Company described in Section 4(f)(ii), such Holder will not proceed with any sales of Registrable Securities covered by the prospectus described in such notification pending an amendment or supplement to such prospectus, which amendment or supplement will be filed by the Company with the SEC as quickly as possible.
Covenants of the Holder. In further consideration of the agreements of the Holder herein contained, the Holder hereby agrees with the Company that any shares of Common Stock or Series G Preferred Stock, as the case may be, issued pursuant to this Note or pursuant to the exercise of any Warrants shall be subject to the Amended and Restated Investors’ Rights Agreement dated June 25, 2010, as amended; and the Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement dated June 25, 2010, as amended and the Amended and Restated Voting Agreement dated June 25, 2010, as amended.
