Covenants of the Shareholder. The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3:
(a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal;
(b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent;
(c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions;
(d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof;
(e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing;
(f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to s...
Covenants of the Shareholder. 2.1 The Shareholder hereby covenants and agrees that it shall, from the date hereof until the termination of this Agreement pursuant to Article 6:
(a) not option, offer, sell, assign, transfer, exchange, dispose of, gift, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Shares, or any right or interest therein (legal or equitable), to any person or group, or agree to do any of the foregoing;
(b) not grant or agree to grant any proxy, power of attorney or other right to vote any Subject Shares, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of Shareholders or give consents or approval of any kind with respect to any of the Subject Shares;
(c) not vote or cause to be voted any Subject Shares in respect of any proposed action by the Corporation, Barrick Shareholders, a subsidiary of the Corporation or any other person, which could reasonably be regarded as likely to reduce the likelihood of success of, or challenge, prevent, delay or interfere with, the completion of the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement;
(d) not make any statements which may reasonably be construed as being against the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement;
(e) not take any action of any kind, directly or indirectly, which could reasonably be expected to reduce the likelihood of success of, or challenge, prevent, delay or interfere with, the completion of the Merger, the Continuance or any transaction or matter related to the foregoing or contemplated by the Cooperation Agreement;
(f) promptly notify Randgold of any acquisitions after the date hereof by the Shareholder of any Common Shares; and
(g) not do indirectly that which it may not do directly by the terms of this Article 2.
2.2 For greater certainty, the Shareholder hereby acknowledges and agrees that any securities in the capital of the Corporation purchased or acquired by the Shareholder after the date hereof, including any by private agreement, in the market, through the exercise, exchange or conversion of any securities or otherwise shall be deemed to be subject to the terms hereof as Subject Shares.
2.3 Notwithstanding any oth...
Covenants of the Shareholder. The Shareholder hereby covenants and agrees that:
Covenants of the Shareholder. Shareholder hereby covenants and agrees that so long as this Agreement is in effect:
Covenants of the Shareholder. The Shareholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Section 4.1, except as permitted by this Agreement:
Covenants of the Shareholder. 2.1 The Shareholder hereby covenants and irrevocably agrees that the Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and (ii) the termination of this Agreement pursuant to Article 6 (such earlier time, the “Expiration Time”):
(a) direct all Affiliates and Associates to take the actions under this Agreement. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement;
Covenants of the Shareholder. The Shareholder covenants and agrees as follows:
Covenants of the Shareholder. Each Shareholder agrees with, and covenants to, Capital Z that such Shareholder shall not on or prior to the earlier to occur of June 30, 1999 or the consummation of the Recapitalization, (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge, encumbrance (other than an unforeclosed pledge or encumbrance for financing purposes where the Shareholder retains sole voting power with respect to all pledged securities), or other disposition), or consent to any transfer of, any or all the Shares or any interest therein, unless the transferee(s) of such Shares agrees in writing to be bound by the provisions of this Agreement applicable to such Shareholder, (ii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, except under or in accordance or not in conflict with this Agreement, or (iii) deposit such Shares into a voting trust, enter into a voting agreement or arrangement with respect to such Shares or otherwise limit such Shareholder's power to vote his or her Shares in a manner that conflicts with this Agreement.
Covenants of the Shareholder. 2.1 The Shareholder hereby covenants and irrevocably agrees that the Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and (ii) the termination of this Agreement pursuant to Article 6 (such earlier time, the (“Expiration Time”):
Covenants of the Shareholder. The Shareholder covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, unless otherwise required or expressly permitted by this Agreement:
