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.
Appears in 6 contracts
Samples: Irrevocable Proxy Agreement (Infinity Investors LTD), Irrevocable Proxy Agreement (Infinity Investors LTD), Irrevocable Proxy Agreement (Infinity Investors LTD)
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.
Appears in 1 contract
Samples: Irrevocable Proxy Agreement (Infinity Investors LTD)
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.
Appears in 1 contract
Samples: Irrevocable Proxy Agreement (Infinity Investors LTD)