Covenants of the Stockholder. The Stockholder agrees as follows:
(a) At any meeting of stockholders 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 Stockholder shall vote (or cause to be voted) the Subject Shares 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 stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject 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 Takeover Proposal 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 nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement.
(c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares to any person other than Purchaser or Purchaser's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal.
(d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to,...
Covenants of the Stockholder. The Stockholder hereby covenants and agrees that:
Covenants of the Stockholder. The Stockholder hereby covenants and agrees as follows:
Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the Stockholder covenants and agrees with Parent and Merger Sub as follows:
(a) At the meeting of the stockholders of the Company called, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent) with respect to the Merger or the Merger Agreement, the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated thereby.
(b) At the Stockholders Meeting (or at any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent), the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior Proposal.
(c) The Stockholder agrees to be present (in person or by proxy) or to cause the holder or holders of record of all of the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger Agreement so that all of the Subject Shares will be counted for the purpose of determining the presence of a quorum at such meetings, and to vote or cause each Record Holder to vote all of the Subject Shares in the manner required by this Agreement.
(d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL...
Covenants of the Stockholder. The Stockholder covenants and agrees with the Company that, during the period commencing on the date hereof and ending on the date this Agreement is terminated pursuant to Section 6 hereof:
(a) Except for the execution, delivery and performance by the Stockholder of the Rollover Agreement the Stockholder has entered into with Parent on the date hereof, and any transfer, assignment or similar disposition to one or more affiliated funds or affiliated entities of the Stockholder that agree to be bound by the terms of this Agreement, the Stockholder shall not, directly or indirectly, sell, transfer, pledge, hypothecate, encumber, assign or dispose of any Shares (or the beneficial ownership thereof) or offer to make such a sale, transfer or other disposition to any person, in each case, in a manner that would materially impair the ability of the Stockholder to satisfy its obligations under Section 3 hereof.
(b) The Stockholder shall execute and deliver such other documents and instruments and take such further actions as are reasonably necessary in order to ensure that the Company receives the benefit of this Agreement.
Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 3, the Stockholder agrees as follows:
(a) At any meeting of stockholders of the Company called to vote upon the election of members of the board of directors of the Company (“Board Election”) 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 a Board Election is sought from or on behalf of the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares as instructed by Pevow. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent.
(b) The Stockholder hereby appoints Pevow as the Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination of this Agreement with respect the Subject Shares in accordance with Section 2(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 2(b) by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Subject Shares are not irrevocable and that any such proxies are hereby revoked.
Covenants of the Stockholder. Until the termination of this ---------------------------- Agreement in accordance with Section 8 hereof, the Stockholder agrees, subject to the terms and conditions of this Agreement, as follows:
Covenants of the Stockholder. Except in accordance with the provisions of this Agreement, the Stockholder agrees, until the Termination Date, not to:
(a) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other transfer, pledge, assignment or other disposition of, any Shares, except that (i) if required by the terms of the First Refusal Agreement, the Stockholder may sell the Shares to Stelco pursuant to a First Refusal Purchase, or (ii) the Stockholder, upon a minimum of three (3) days prior written notice to the Purchaser and upon expiration of any rights Stelco may have to purchase the Shares under the First Refusal Agreement, may sell or transfer the Shares to a purchaser or transferee that is a citizen of the United States of America or Canada and executes with the Purchaser an agreement containing the same terms hereof; provided, however, that no sale or transfer shall be permitted hereunder to any purchaser or transferee that Parent believes, in its reasonable judgment, intends or may intend to engage in any transaction which may involve a change of control such as a merger, reorganization or acquisition of the Company, other than the transactions contemplated by the Merger Agreement or this Agreement;
(b) acquire any additional shares of Common Stock without the prior written consent of Purchaser other than pursuant to the exercise of existing stock options or similar rights;
(c) enter into a voting agreement with respect to any Shares; or
(d) directly or indirectly, initiate discussions or engage in negotiations with any corporation, partnership, person or other entity or group (other than Purchaser) concerning any possible acquisition of the Shares or any possible merger, purchase of assets, purchase of stock or similar transactions involving the Company or any major asset of the Company.
Covenants of the Stockholder. (a) The Stockholder hereby covenants and agrees with HW Partners that (i) until the Proxy Termination Date, the Stockholder will not directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Stock, or (ii) until the earlier of the termination of the Merger Agreement and the six (6) month anniversary of the consummation of the Merger, the Stockholder will not sell, assign, transfer, pledge, encumber or otherwise dispose of the Stockholder's Stock, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, pledge, encumbrance or other disposition of the Stockholder's Stock other than, following the consummation of the Merger, pursuant to, and in compliance with, Rule 144 of the Securities Act.
(b) The Stockholder has executed this Agreement in its capacity as a stockholder of Equalnet and not in its capacity as an officer or director of Equalnet. Without limiting the foregoing, nothing herein shall limit or affect any actions taken by the Stockholder in his capacity as an officer or director of Equalnet in exercising Equalnet's rights under the Merger Agreement.
Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5, the Stockholder agrees as follows:
