Shareholder Covenants. Shareholder hereby covenants and agrees with Purchaser as follows:
(a) Shareholder agrees, following the date hereof until this Agreement terminates, not to take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by Shareholder of its obligations under this Agreement.
(b) Shareholder agrees to permit Purchaser and/or the Company to publish and disclose in any proxy statement or securities filing, Shareholder’s identity and ownership of shares of Company’s or Purchaser’s common stock and the nature of Shareholder’s commitments, arrangements and understandings under this Agreement.
(c) From time to time, at the request of Purchaser and without further consideration, Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
Shareholder Covenants. Subject to the terms and conditions of this Agreement, the Shareholder hereby covenants and agrees with the Corporation that, unless otherwise consented to in writing by the Corporation, the Shareholder shall: and cause the Subject Securities to be counted as present at the Husky Meeting and any such other meeting, as applicable, for quorum purposes; (b) without limiting paragraph 2(a): (i) duly deposit or deliver (or cause to be duly deposited or delivered) valid proxies or voting instruction forms, as applicable, duly completed and executed, in respect of the Subject Securities, at least fifteen (15) calendar days prior to the Husky Meeting, directing that all of the Husky Common Shares comprising all or a part of the Subject Securities in favour of the Arrangement Resolution (and, if applicable, all of the Husky Preferred Shares comprising a part of the Subject Securities for and in favour of the Preferred Shareholder Resolution) and any other matter necessary for the consummation of the Arrangement; (ii) provide the Corporation with confirmation of the deposit or delivery of valid proxies or voting instruction forms as aforesaid; and (iii) not take (or permit any Person on its behalf to take) any action to withdraw, amend or invalidate any proxy or voting instruction form deposited or delivered pursuant to this Agreement; (c) not: (i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, grant a security interest in or option, or enter into any derivative transactions in respect of, or otherwise dispose of any right or interest (including any economic consequence of ownership) in, any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, other than pursuant to the Arrangement; (ii) grant or agree to grant any proxy, power of attorney or other right to vote any of the Subject Securities, deposit any of its Subject Securities into a voting trust or pooling agreement, or enter into any agreement, arrangement or understanding with respect to the voting of any of its Subject Securities, other than as provided in this Agreement or at any annual meeting of the holders of Husky Common Shares; or (iii) requisition or join in the requisition of any meeting of Husky Common Shareholders or any other securities of Husky for the purpose of considering any resolution (A) that could reasonably be expected to impair or materially delay the completion of the Arrangement or (B) regarding an Acquisitio...
Shareholder Covenants. Each of the Shareholders covenants and agrees that it shall vote or cause to be voted the Shares of the Corporation owned by it to accomplish and give effect to the terms and conditions of this Agreement and that it shall otherwise act in accordance with the provisions and intent of this Agreement.
Shareholder Covenants. Shareholder hereby covenants and agrees with Parent as follows:
(a) Shareholder agrees, following the date hereof until this Agreement terminates, not to take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by Shareholder of its obligations under this Agreement.
(b) Shareholder agrees to permit Parent and/or the Company to publish and disclose in any proxy statement or securities filing, Shareholder’s identity and ownership of shares of Company’s or Parent’s common stock or other securities and the nature of Shareholder’s commitments, arrangements and understandings under this Agreement.
(c) From time to time, at the request of Parent and without further consideration, Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
(d) Shareholder hereby unconditionally waives, and agrees not to exercise, assert or perfect, any rights of appraisal or any dissenters’ rights that Shareholder may have (whether under applicable Law or otherwise) or could potentially have or acquire in connection with the Merger.
Shareholder Covenants. Shareholder hereby covenants and agrees with Company as follows:
(a) Shareholder agrees, prior to the consummation of the Merger, not to take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by Shareholder of its obligations under this Agreement.
(b) Shareholder agrees to permit Company to publish and disclose in the Joint Proxy Statement Shareholder’s identity and ownership of shares of Purchaser Common Stock and the nature of Shareholder’s commitments, arrangements and understandings under this Agreement.
(c) In furtherance of this Agreement, and concurrently herewith, Shareholder shall and hereby does authorize the Purchaser or the Purchaser’s counsel to notify Purchaser’s transfer agent that there is a stop transfer order with respect to all of the Owned Shares. At the request of Company, Shareholder shall cause to be provided to Company evidence of such stop transfer order.
(d) From time to time, at the request of Company and without further consideration, Shareholder shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.
(e) The parties hereto acknowledge that Shareholder is entering into this Agreement solely in its capacity as the beneficial owner of the Owned Shares and this Agreement shall not limit or otherwise affect the actions or fiduciary duties of Shareholder in its capacity, if applicable, as an officer or director of the Purchaser or any Subsidiary.
Shareholder Covenants. Each Shareholder, severally and not jointly, irrevocably and unconditionally agrees that:
(a) From and after the date of this Agreement and until the termination of this Agreement in accordance with Section 8, at the Shareholders Meeting or at any postponement, recess or adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including written consent of the shareholders of Seller) with respect to the Transactions is sought, each Shareholder shall vote (or cause to be voted) the Owned Shares in favor of the approval of the Transactions.
(b) From and after the date of this Agreement and until the termination of this Agreement in accordance with Section 8, at any meeting of the shareholders of Seller or at any postponement, recess or adjournment thereof (however called) or in any other circumstances upon which a vote, consent or other approval (including written consent of the shareholders of Seller) of all or some of the shareholders of Seller is sought, each Shareholder shall vote (or cause to be voted) its Owned Shares against (A) any transaction (other than the Transactions), such as a merger, consolidation, business combination tender or exchange offer, reorganization, recapitalization, liquidation, dissolution, or winding-up, sale or Transfer of all or substantially all of the assets or securities of Luxco or Seller, whether in one transaction or in a series of transactions (including any Acquisition Proposal whether or not the Ownership Board has effected a Change in Recommendation) or (B) against any other action that would reasonably be expected to interfere with or delay the consummation of the Transactions (including any action or agreement that would (I) result in a willful and material breach of the SPA and (II) would preclude the satisfaction of any of the conditions set forth in Article VI of the SPA (so long as Buyer is in material compliance with its material obligations under the SPA)).
(c) From and after the date of this Agreement and until the termination of this Agreement in accordance with Section 8, except as provided in the next to the last sentence of this Section 4(c) each Shareholder shall not, directly or indirectly, (i) Transfer or enter into any legally binding agreement or arrangement, whether oral or written, with respect to the Transfer of, any Owned Shares to any Person, or (ii) grant any proxies, deposit any Owned Shares into any voting trust or enter into any voting arrangement, whet...
Shareholder Covenants. 8 3.2 Conflict........................................................ 8 3.3 Covenants by the Corporation.................................... 8 3.4 One Party....................................................... 8
Shareholder Covenants. From the date hereof to the Closing Date, each WRT Shareholder covenants and agrees that, except as required in connection with the Exchange and the other transactions contemplated by this Agreement and except as otherwise disclosed in the WRT Shareholder Disclosure Schedule or consented to in writing by Spacial, such WRT Shareholder will not sell, assign, pledge, encumber, or otherwise transfer, or grant any other rights in or option to acquire, any of such WRT Shareholder's WRT Stock or agree to do any of the foregoing.
Shareholder Covenants. The Shareholders, jointly and severally, hereby covenant that, from and after the date hereof and until the Closing or earlier termination of this Agreement: EXTECH CORPORATION 26
Shareholder Covenants. Each Shareholder covenants to and agrees that:
