Common use of Covenants of the Stockholder Clause in Contracts

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.

Appears in 6 contracts

Samples: Irrevocable Proxy Agreement (Infinity Investors LTD), Irrevocable Proxy Agreement (Infinity Investors LTD), Irrevocable Proxy Agreement (Infinity Investors LTD)

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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, than 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.

Appears in 1 contract

Samples: Irrevocable Proxy Agreement (Infinity Investors LTD)

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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 earlier of the termination of the Merger Agreement or 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.

Appears in 1 contract

Samples: Irrevocable Proxy Agreement (Infinity Investors LTD)

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