Investor Cooperation Sample Clauses

Investor Cooperation. (a) Each of Investor and the Company agrees that, from the date of this Agreement until the earliest of (i) the date that is thirty (30) calendar days prior to any applicable deadline by which a stockholder must give notice to the Company of its intention to nominate a director for election at or bring other business before the 2021 Annual Meeting under the Company’s By-laws and (ii) any material breach of this Agreement by the Company (provided that the Company will have ten (10) business days following written notice from Investor of material breach to remedy such material breach if capable of remedy) (such period, the “Cooperation Period”), neither Investor nor the Company nor any of their respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors will, or will encourage any other person to, in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander the other party or the other party’s subsidiaries, affiliates, successors, assigns, current or former officers, current or former directors, current or former employees, stockholders, agents or representatives or the other party’s businesses, products or services, including: (i) in any document or report filed with or furnished to the Securities and Exchange Commission (the “SEC”) or any other governmental agency, (ii) in any press release or other publicly available format or (iii) to any journalist or member of the media (including without limitation, in a television, radio, newspaper or magazine interview). (b) The limitations set forth in Section 2(a) will not prevent Investor or the Company from responding to any public statement made by the other party of the nature described in Section 2(a) if such statement by the other party was made in breach of this Agreement. (c) During the Cooperation Period, Investor will cause all shares of Company Common Stock beneficially owned, directly or indirectly, by it, or by any of its Affiliates or Associates, or any other securities of the Company for which Investor, or any of its Affiliates or Associates, has the right to vote, directly or indirectly, to be present in person or by proxy for quorum purposes and to be voted at any meeting of stockholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting (including ...
Sample 1
Investor Cooperation. (a) Each of the Investors agrees that, during the Covered Period, no member of the Investor Group shall, unless specifically requested in writing by a resolution of a majority of the Company’s directors (not including the Nominee), directly or indirectly, in any manner, alone or in concert with others: (i) acquire, agree or seek to acquire or make any proposal or offer to acquire, or announce any intention to acquire, any Voting Securities if, immediately after such acquisition, the members of the Investor Group, collectively, would, in the aggregate, beneficially own more than 20% of the then outstanding Voting Securities; (ii) (A) propose to any Person, or effect or seek to effect, or make any statement with respect to, any tender or exchange offer, merger, consolidation, acquisition, divestiture, business combination, recapitalization, reorganization, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or any of their respective securities or assets, or (B) tender any voting securities into any tender or exchange offer; (iii) form, join, encourage, influence, advise or in any way participate in any Group with respect to any Voting Securities or otherwise in any manner agree, attempt, seek or propose to deposit any Voting Securities into any voting trust or subject any Voting Securities to any voting or similar arrangement; (iv) make, or in any way encourage or participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a−1(l)(2)(iv) under the Exchange Act) or consents to vote, or seek to advise, encourage or influence any Person with respect to the voting of, any Voting Securities; (v) (A) initiate, propose or otherwise “solicit” (as such terms are used in the proxy rules of the SEC) shareholders of the Company for the approval of any shareholder proposal or cause or encourage any Person to initiate any such shareholder proposal; or (B) seek to call, or request the call of, or call a special meeting of the shareholders of the Company; (vi) seek election or appointment to, or representation on, or publicly nominate or propose the nomination of any candidate to the Board, other than as set forth in this agreement; or seek the removal of any member of the Board; (vii) take any action (other than voting its Voting Securities) in support of or make any proposal or request concerning: (A) a sale or transfer ...
Sample 1
Investor Cooperation. (a) In connection with the Company's obligation to register the Shares for resale, Investors shall furnish to Company such information regarding the Shares with respect to the intended method of disposition of the Shares held by Investors as Company shall reasonably request and as shall be required in connection with the action to be taken by Company. (b) Investors agree that, upon receipt of any notice from Company of the happening of any event of the kind described in Section 6.1.(f) hereof, Investors will forthwith discontinue disposition of any Shares until Investors' receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.1.(f) hereof, and, if so directed by Company, Investors will deliver to Company (at Company's expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in Investors' possession, of the prospectus covering such Shares current at the time of receipt of such notice. In the event that Company shall give any such notice, the period mentioned in Section 6.1.
Sample 1
Investor Cooperation. Each Investor, severally and not jointly with any other Investor, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement or New Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. Each Investor acknowledges and agrees that the Company may require each Investor to furnish to the Company a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Investor and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission in connection with any registration or sale of Registrable Securities hereunder.
Sample 1
Investor Cooperation. Subject to compliance with the terms hereof and applicable laws, the Investor(s) will use commercially reasonable efforts to support the Company’s Canadian Going Public Event, including meeting with potential investors, advisors and other Parties as may be reasonably requested by the Company.
Sample 1
Investor Cooperation. The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement or the Prospectus hereunder. DOCPROPERTY "CUS_DocIDChunk0" 4859-4506-2708\2
Sample 1
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Investor Cooperation. Without limitation to any rights of the Investors hereunder (including Section 3.3), each Investor shall, and shall cause its Subsidiaries to, provide all reasonable cooperation requested by the Company to the extent necessary or helpful to permit the Company and its Affiliates to comply with Applicable Laws or obtain approvals from any Governmental Entity or make filings with any Governmental Entity necessary or helpful to carry out the businesses of the Company and its Subsidiaries, including in connection with an IPO or Private Placement; provided, that Credit Suisse shall not be obligated to furnish any information regarding its activities (financial or otherwise) that it deems, in its commercially reasonable discretion, proprietary or confidential.
Sample 1
Investor Cooperation. Without limitation to any rights of the Investors hereunder, each Investor shall, and shall cause its Subsidiaries to, provide all reasonable cooperation requested by the Company to the extent necessary or helpful to permit the Company and its Affiliates to comply with Applicable Laws or obtain approvals from any Governmental Authority or make filings with any Governmental Authority necessary or helpful to carry out the businesses of the Company and its Subsidiaries, including in connection with an IPO.
Sample 1

Related to Investor Cooperation

  • Full Cooperation (1) The Contractor shall, at a minimum— (i) Disclose to the agency Inspector General information sufficient to identify the nature and extent of an offense and the individuals responsible for the conduct; (ii) Provide timely and complete responses to Government auditors' and investigators' requests for documents; (iii) Cooperate fully in providing reasonable access to its facilities and staff (both inside and outside the U.S.) to allow contracting agencies and other responsible Federal agencies to conduct audits, investigations, or other actions to ascertain compliance with the Trafficking Victims Protection Act of 2000 (22 U.S.C. chapter 78), E.O. 13627, or any other applicable law or regulation establishing restrictions on trafficking in persons, the procurement of commercial sex acts, or the use of forced labor; and (iv) Protect all employees suspected of being victims of or witnesses to prohibited activities, prior to returning to the country from which the employee was recruited, and shall not prevent or hinder the ability of these employees from cooperating fully with Government authorities. (2) The requirement for full cooperation does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not— (i) Require the Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; (ii) Require any officer, director, owner, employee, or agent of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; or (iii) Restrict the Contractor from— (A) Conducting an internal investigation; or (B) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

  • Company Cooperation The Company hereby covenants and agrees that it will not, and the Stockholder irrevocably and unconditionally acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any Encumbrance or agreement (other than this Agreement) on any of the Stockholder Securities subject to this Agreement.

  • Customer Cooperation 3.2.1. Customer shall provide and make available all Customer personnel as may be further addressed in an applicable Order Form or that SAP reasonably requires in connection with performance of the Services. 3.2.2. Customer shall appoint a contact person with the authority to make decisions and to supply SAP with any necessary or relevant information expeditiously.

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