SHAREHOLDERS' COVENANTS. The Shareholders shall have performed all covenants required by this Agreement to be performed by them on or before the Closing.
SHAREHOLDERS' COVENANTS. Each Shareholder hereby covenants to Parent and Merger Sub as follows:
SHAREHOLDERS' COVENANTS. Shareholder covenants and agrees that:
(a) Shareholder shall not, directly or indirectly, within the Territory during the Restricted Period, promote, operate, manage or conduct any bingo game or related gaming business permitted under the terms and conditions of any bingo license issued by the State of South Carolina or under any other state or federal law or authority, or operate any video game machine or other gaming machine or device (such games and game machines being referred to herein as "Games").
(b) Further, Shareholder shall not, directly or indirectly, within the Territory during the Restricted Period, solicit or sell for, own, or acquire any interest in, either directly or indirectly, any corporation, partnership, limited partnership, or other entity, or become engaged by, act as landlord to, or as agent or consultant for, do business with, manage, operate, control, be employed by, participate in, or be connected, in any manner with, or in any manner assist, any other person, corporation, partnership or other entity engaged in the business of promoting, operating, managing or conducting Games.
SHAREHOLDERS' COVENANTS. 4.1. Each of the Shareholders hereby covenants and agrees that it shall vote and cause its representatives in the Board of Directors to vote in order to accomplish and give effect to the terms and conditions of this Agreement and that it shall otherwise act in accordance with the provisions of this Agreement.
SHAREHOLDERS' COVENANTS. (a) The Family Group agrees not to only use the voting rights attached to the Family Group Shares under Article 3.3 in accordance with the interest of the Company, and in prior consultation with Quiksilver; the Members of the Family Group agree to cast their vote for draft resolutions or decisions supported by Quiksilver, provided these drafts are not manifestly contrary to the Company's interest. Except in the cases provided by the Company's bylaws, the Family Group agrees not to proceed to any resolutions in its capacity as a shareholder of the Company.
(b) If an increase in the Company's share capital is proposed to its shareholders, and such a decision leads to a reduction in the Family Group's share in the Company's capital and voting rights below a threshold of 25%, the Family Group will not exercise the right of objection to the increase in capital granted to it by the bylaws unless the increase in capital leads to prejudice for the Family Group. The Family Group waives in advance its pre-emptive right (droit preferentiel de souscription) to all shares issued by the Company; it hereby transfers to Quiksilver, free of charge, any pre-emptive right to the Company Shares that would be conferred on it by law and which it could not validly waive under applicable laws and regulations. It agrees not to subscribe to any capital increase or issuance of securities of any kind made by the Company during the term of this Agreement.
(c) The Family Group agrees to consult with Quiksilver prior to exercising the rights that are granted to it pursuant to Article L. 228-19 of the French Commercial Code
(d) The Family Group, for information purposes, and in order to entitle it to preserve the rights that result from its ownership of the Family Group Shares, will be invited to attend general shareholders' meetings of the Company, and will receive the documents sent by the Company to the Company's shareholders. Subject to this provision, it undertakes not to request any document or any information from the Company.
(e) Quiksilver agrees not to make any decision to modify the Company's bylaws that is likely to adversely affect the voting rights or rights to profits attached to the Family Group Shares without the prior and unanimous consent of the holders of the Family Group Shares. Quiksilver warrants to the Members of the Family Group that the right to profits granted to them by the bylaws shall be fully respected.
SHAREHOLDERS' COVENANTS. Each Shareholder agrees and covenants that it will not, without the prior written consent of the other Shareholder:
(a) confess any judgment against the Joint Venture Company;
(b) enter into any agreement on behalf of, or otherwise purport to bind, the other Shareholder or the Joint Venture Company;
(c) cause the Joint Venture Company to take any action in contravention of the Articles of Incorporation;
(d) cause the Joint Venture Company to dispose of the goodwill or the business opportunities of the Joint Venture Company; or
(e) cause the Joint Venture Company to assign or place its property in trust for creditors or on the assignee's promise to pay any indebtedness of the Joint Venture Company.
SHAREHOLDERS' COVENANTS. From and after the date hereof, the Shareholders will:
(a) not take any action or omit to take any action that would prevent or impair in any way their ability to perform this Agreement; and
(b) treat and hold as confidential any information they receive from CAE or any Subsidiary.
SHAREHOLDERS' COVENANTS. To the extent that the transactions contemplated herein shall require the consent of the other party to any BAC contract, license, lease, agreement or commitment (including the Facility lease) or the consent of any other Person, the Shareholders agree to take, and to cause BAC to take, all reasonable actions as are necessary to obtain all such consents prior to the Closing Date. If any such consent is not obtained, the Shareholders agree to continue such efforts after the Closing Date and until such consent is obtained and to cooperate with CAIS, the Company and BAC in any reasonable arrangement (such as subcontracting, sublicensing or subleasing) designed to provide for the Surviving Corporation all of the benefits of BAC under such contract, license, lease, agreement or commitment, as the case may be (including enforcement at the cost to, and for the benefit of, the Surviving Corporation and any and all rights of BAC or the Shareholders arising out of the breach or cancellation of such contract, license, lease, agreement or commitment).
SHAREHOLDERS' COVENANTS. Shareholders, jointly and severally, agree that from the execution hereof and on or prior to the Closing:
SHAREHOLDERS' COVENANTS. Until the earlier of (i) Nasdaq's confirmation to Parent that the conversion into shares of Parent Common Stock of the shares of Parent Preferred Stock issued as Merger Consideration pursuant to this Agreement does not require further shareholder approval by the holders of Parent Common Stock under the Nasdaq Marketplace Rules or (ii) the holders of Parent Common Stock giving their shareholder approval of the conversion into shares of Parent Common Stock of the shares of Parent Preferred Stock issued as Merger Consideration pursuant to this Agreement, no Shareholder shall sell, assign, pledge, hypothecate or otherwise transfer any of the Parent Preferred Stock issued as Merger Consideration pursuant to this Agreement, except that each Shareholder may make gifts not in violation of the federal securities laws or conduct other transfers expressly approved by Parent Board of the shares of Parent Preferred Stock issued as Merger Consideration pursuant to this Agreement (or shares of Parent Common Stock issued upon conversion of such shares of Parent Preferred Stock), provided that each donee or transferee executes and delivers to Parent an agreement in form and substance acceptable to Parent to the effect that the donee or transferee assumes all of the donor/transferor-Shareholder's agreements, obligations and liabilities under this Agreement with respect to the shares so gifted or
