Common use of Covenants of the Holders Clause in Contracts

Covenants of the Holders. (a) During the period from the date of this Agreement until the Expiration Date, except in accordance with the provisions of this Agreement, each Holder severally and not jointly agrees that he 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 Voting Securities; (ii) deposit any Voting Securities into a voting trust, or grant any proxies or enter into a voting agreement with respect to any Voting Securities; or (iii) 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 takeover 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 takeover proposal, or agree to or endorse any takeover 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 any Holder will become subject to this Agreement and, to the extent entitled and permitted to vote with respect to the matters contemplated in Section 1(a), shall, for all purposes of this Agreement, be considered Voting Securities.

Appears in 4 contracts

Samples: Shareholders Agreement (El Paso Energy Corp/De), Shareholders Agreement (Soros Fund Management LLC), Shareholders Agreement (El Paso Energy Corp/De)

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