Common use of Covenants of the Selling Shareholder Clause in Contracts

Covenants of the Selling Shareholder. (a) From the date hereof until the Closing, the Selling Shareholder covenants and agrees that he will not, without the prior written consent of RGI, directly or indirectly (i) transfer any of the Shares, except to Purchaser pursuant hereto, or (ii) exercise any voting rights of the Shares or grant any proxies (except as set forth herein) or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares. (b) From the date hereof until the first to occur of (i) the consummation of the merger of RGI U.S. Holdings, Inc., a Washington corporation, with and into the Company or (ii) the third business day following the failure of the shareholders of the Company to approve such a merger at a meeting thereof, duly called and held, at which a proposal to approve such a merger is acted upon, the Selling Shareholder shall not, directly or indirectly, acquire or enter into any contract to acquire, any additional shares of Common Stock or any voting rights with respect to any additional shares of Common Stock.

Appears in 3 contracts

Samples: Common Stock Purchase and Sale Agreement (Rgi Holdings Inc), Common Stock Purchase and Sale Agreement (Rgi Holdings Inc), Common Stock Purchase and Sale Agreement (Rgi Holdings Inc)

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Covenants of the Selling Shareholder. (a) From the date hereof until the Closing, the Selling Shareholder covenants and agrees that he it will not, without the prior written consent of RGI, directly or indirectly (i) transfer any of the Shares, except to Purchaser pursuant hereto, or (ii) exercise any voting rights of the Shares or grant any proxies (except as set forth herein) or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares. (b) From the date hereof until the first to occur of (i) the consummation of the merger of RGI U.S. Holdings, Inc., a Washington corporation, with and into the Company or (ii) the third business day following the failure of the shareholders of the Company to approve such a merger at a meeting thereof, duly called and held, at which a proposal to approve such a merger is acted upon, the Selling Shareholder shall not, directly or indirectly, acquire or enter into any contract to acquire, any additional shares of Common Stock or any voting rights with respect to any additional shares of Common Stock.

Appears in 1 contract

Samples: Common Stock Purchase and Sale Agreement (Rgi Holdings Inc)

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