Covenants of the Shareholders. (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Shareholder shall not, directly or indirectly:
(i) option, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing;
(ii) grant or agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust or pooling agreement or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof;
(iii) (A) make, solicit, assist, initiate, encourage, or otherwise facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing;
(iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or
(v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a).
(b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall:
(i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and...
Covenants of the Shareholders. During the period from the date hereof through the Closing Date, each Shareholder agrees to:
(a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser or upon any of its affiliates in connection therewith or herewith;
(b) use its reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement;
(c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement;
(d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and
(e) deliver to Purchaser prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.
Covenants of the Shareholders. Each Shareholder hereby covenants and agrees that:
Covenants of the Shareholders. Each Shareholder hereby severally covenants and agrees that so long as this Agreement is in effect:
Covenants of the Shareholders. 6.1 The Shareholders severally covenant as follows:
(a) the Shareholders shall use all commercially reasonable efforts to take all action and do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement;
(b) from the date hereof to the Time of Closing, the Shareholders shall cause Hippocampe to carry on its business, operations and affairs only in the ordinary and normal course consistent with past practice;
(c) from the date hereof to the Time of Closing, the Shareholders shall cause Hippocampe not to create, incur, assume or suffer to exist: (i) any material lien on any of its property or assets now owned or hereafter acquired; or (ii) contingently or otherwise, any material debt;
(d) from the date hereof to the Time of Closing, the Shareholders shall cause Hippocampe not to make or permit to exist any change, condition, event or occurrence in or with respect to the nature of its business which when taken individually with all other changes, conditions, events or occurrences could reasonably be expected to have a material adverse effect: (i) on the property or assets of Hippocampe; (ii) on the condition or prospects, financial or otherwise, of Hippocampe; or (iii) on the ability of the Shareholders to perform and comply with this Agreement; and
(e) from the date hereof to the Time of Closing, the Shareholders shall cause Hippocampe not to enter into or agree to enter into any transaction or series of related transactions (whether by way of reconstruction, reorganization, consolidation, combination, amalgamation, merger, transfer, sale, lease, modification or otherwise), other than in connection with the transactions contemplated herein, whereby:
(i) all or substantially all of Hippocampe's undertaking, property or assets will become the property of any other person or the continuing corporation resulting therefrom;
(ii) all or substantially all of the material patents of Hippocampe will become the property of any other person; or
(iii) the corporate structure of Hippocampe would be modified, changed, altered or amended in any manner which would have a material adverse effect on the ability of the Shareholders to perform and comply with this Agreement.
Covenants of the Shareholders. Each Shareholder, severally and not jointly, to the extent he has the capacity to vote, solely in his capacity as Shareholder and not as a Director of the Company, agrees as follows:
(a) Each Shareholder shall not, except as contemplated by the terms of this Agreement or the Merger Agreement, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of his Shares to any person other than HK or HK's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to his Shares or (iii) take any other action that would in any way restrict, limit or interfere with the performance of his obligations hereunder or the transactions contemplated hereby.
(b) At any meeting of shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall as requested by HK (including, without limitation, by cooperating with HK with respect to the irrevocable proxy granted to HK pursuant to Section 6 below), vote (or cause to be voted) such Shareholder's Shares in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. At any meeting of Shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder's vote, consent or other approval is sought, such Shareholder shall as requested by HK as provided above vote (or cause to be voted) such Shareholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company's Certificate of Incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or null...
Covenants of the Shareholders. Each of the Shareholders, on its own behalf, covenants and agrees with the other parties hereto that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.01, it will:
(a) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction, including using commercially reasonable efforts to:
(i) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction; and
(ii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction;
(b) subject to Applicable Laws or as otherwise authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(c) if the Shareholder is a corporation or entity, take all necessary corporate action and proceedings to approve and authorize the valid and effective transfer of the Purchased Shares to the Purchaser; and
(d) not encumber in any manner the Purchased Shares and ensure that at the Time of Closing the Purchased Shares are free and clear of all Liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances whatsoever.
Covenants of the Shareholders. Irrevocable Proxy. Until the earlier of (i) the Effective Time (as defined in the Merger Agreement) or (ii) the valid termination of this Agreement pursuant to Section 7, the Shareholders agree as follows:
(a) At any meeting of shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Shareholders shall vote (or cause to be voted) all shares of Company Common Stock they own or have voting control over in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement.
(b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholders' vote, consent or other approval is sought, the Shareholders shall vote (or cause to be voted) all shares of Company Common Stock owned by them against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal (as defined in the Merger Agreement), (ii) any amendment of the Company's Articles of Incorporation or Amended and Restated By-Laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, or (iii) any action or agreement which would result in a breach of any representation, warranty or covenant of the Company set forth in the Merger Agreement.
(c) The Shareholders agree not to (i) Transfer or Otherwise Dispose (as hereinafter defined) of, or enter into any Arrangement with respect thereto, the Owned Shares to any person other than Sub or Sub's designee (except for the transfer of any of the Option Shares pursuant to the Option Agreements), or (ii) except for this Agreement, enter into any voting arrangement, whether by proxy, voting agreement, voting trust or otherwise. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to restrict or prohibit the ability of each Shareholder to transfer...
Covenants of the Shareholders. Each Shareholder, severally and not jointly, agrees as follows:
(a) Until the earlier to occur of the Effective Time or the termination of Merger Agreement, the Shareholder shall not, except as contemplated by the terms of this Agreement, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares to any person other than Parent or Sub (except for a transfer of Shares to a trust which unconditionally and irrevocably agrees to be bound by the terms of this Agreement with respect to the Shares being transferred), (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise, with respect to the Shares except as provided herein or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby.
(b) Until the Effective Time or termination of this Agreement in accordance with its terms, the Shareholder shall not, and the Shareholder shall use its reasonable best efforts to cause any of its investment bankers, financial advisers, attorneys, accountants or other representatives not to, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposals which constitute, or may reasonably be expected to lead to, any Acquisition Transaction Proposal involving the Company or (ii) participate in any discussions or negotiations regarding any such Acquisition Transaction Proposal. Shareholder shall notify the Parent orally and in writing of any such proposals or inquiries relating to the purchase or acquisition of the Shares (including, without limitation, the terms and conditions thereof and the identity of the person making it), within 24 hours of the receipt thereof. Shareholder shall, and shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other representatives or agents to, immediately cease and cause to be terminated all existing activities, discussions and negotiations, if any, with any parties conducted heretofore with respect to any Acquisition Transaction Proposal relating to the Company other than discu...
Covenants of the Shareholders. Each of the Shareholders covenants and agrees with the other parties hereto that, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VII, subject to Section 9.01, it will:
(a) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction, including using commercially reasonable efforts to:
(i) effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction; and
(ii) fulfil all conditions and satisfy all provisions of this Agreement and the Transaction;
(b) subject to applicable laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction; and
(c) not encumber in any manner the Purchased Shares and ensure that at the Time of Closing the Purchased Shares are free and clear of all Liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances whatsoever.
