Covenants of the Securityholder. The Securityholder hereby covenants and agrees in favour of the Buyer that, from the date hereof until the termination of this Agreement in accordance with Article 3: (a) at any meeting of shareholders called to vote upon the Special Resolution or any of the transactions contemplated by the Purchase Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Special Resolution or any of the transactions contemplated by the Purchase Agreement is sought, the Securityholder shall cause all of its Subject Shares to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all of its Subject Shares: (i) in favour of the approval of the Special Resolution and of the Transaction; and (ii) in favour of any other matter that could reasonably be expected to facilitate the Transaction; (b) the Securityholder agrees not to directly or indirectly: (i) sell, transfer, assign, grant an interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares to any Person; provided, however, that the Securityholder may sell, assign, convey or otherwise transfer or dispose of any or all of the Subject Shares to a Related Person provided that such Related Person enters into an agreement with the Buyer on the same terms as this Agreement, or otherwise agrees with the Buyer to be bound by the provisions hereof or if otherwise consented to by the Buyer. For the purposes hereof, “Related Person” means:
Appears in 3 contracts
Samples: Lock Up Agreement, Lock Up Agreement, Lock Up Agreement
