Stockholder Covenants Clause Samples
The Stockholder Covenants clause sets out specific obligations and restrictions that stockholders must adhere to in relation to their shares and conduct as shareholders. Typically, this clause may require stockholders to vote their shares in a certain way, refrain from transferring shares without consent, or comply with confidentiality and non-compete provisions. Its core practical function is to align the interests of stockholders with those of the company or other stakeholders, ensuring consistent behavior and reducing the risk of actions that could harm the company or disrupt its governance.
Stockholder Covenants. Each Holder hereby covenants and agrees that:
(a) it will not sell any Registrable Securities under any Registration Statement until it has received notice from ▇▇▇▇ Atlantic that such Registration Statement and any post-effective amendments thereto have become effective;
(b) it and its officers, directors and Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement;
(c) by its acquisition of such Registrable Securities that, upon receipt of a notice from ▇▇▇▇ Atlantic of the occurrence of any event of the kind described in Section 3(c)(iv), (v), (vi), (vii) and (viii) of this Annex A, such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until the Holder is advised in writing by ▇▇▇▇ Atlantic that the use of the applicable Prospectus may be resumed;
(d) If an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to ▇▇▇▇ Atlantic and the underwriters, if any, than those set forth in Section 6.2; and
(e) ▇▇▇▇ Atlantic may require each selling Holder to furnish to ▇▇▇▇ Atlantic information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in each Registration Statement, and ▇▇▇▇ Atlantic may exclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of ▇▇▇▇ Atlantic, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to each Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.
Stockholder Covenants. Each Stockholder hereby severally covenants and agrees as follows:
(a) Each Stockholder hereby agrees, during the period commencing on the date hereof and ending 90 days after the termination of the Merger Agreement, except as contemplated hereby, not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, "Sell", "Sold" or "Sale", as the case may be), any of the Owned Shares or Shares, provided, however, that such Stockholder may transfer, pledge, encumber, assign or otherwise dispose the Owned Shares or Shares as a gift, in which case, as a condition of the gift, the Stockholder must require the person to which any such Owned Shares or Shares are to be transferred, pledged, encumbered, assigned or otherwise disposed of to agree in writing, pursuant to an agreement reasonably satisfactory to Parent to which Parent is an express third-party beneficiary, that with respect to such Owned Shares or Shares such person shall be subject to the restrictions and obligations hereunder as if such person was a Stockholder hereunder, (ii) not to grant any proxies, powers of attorney or other authorization or consent, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares and (iii) not to take any action that would make any representation or warranty of such Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing his, her or its obligations under this Agreement.
Stockholder Covenants. Each Holder hereby covenants and agrees that:
(a) it will not sell any Registrable Securities under the Registration Statement until it has received notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective;
(b) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement;
(c) by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 4(d)(iv), (v), (vi), (vii) and (viii) of this Annex A, such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statements until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statements or until it is advised in writing (the "Advice") by the Company that the use of the applicable Pro spectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Pro spectus or Registration Statement.
Stockholder Covenants. (a) Until the termination of this Agreement in accordance with Section 4, each Stockholder, in its capacity as a stockholder of the Company, agrees that, at the Clearwire Stockholder Meeting or at any adjournment, postponement or continuation of the Clearwire Stockholder Meeting or in connection with any written consent or other vote of the Company’s stockholders with respect to the Transactions is sought, each Stockholder will vote in favor of the approval of the Transactions a number of its Subject Shares owned as of the record date with respect to such Clearwire Stockholder Meeting (or the date that any written consent is executed by Stockholder) (the “Record Date”) representing the Allocated Percentage (as defined below) of the total voting power as of the Record Date of all of its Subject Shares owned as of the Record Date; provided that each Stockholder shall be obligated under this Agreement to vote its Subject Shares owned as of the Record Date in favor of or otherwise consent to or approve the Transactions only if in connection with such Clearwire Stockholder Meeting or written consent, an Independent Majority (as defined below) has voted in favor of or consented to or approved the Transactions; and provided, further, that each Stockholder shall be obligated under this Agreement to vote its Subject Shares against or otherwise refrain from consenting to or approving of the Transactions only if in connection with such Clearwire Stockholder Meeting or written consent, an Independent Majority (as defined below) has voted against or has not consented to or has not approved the Transactions.
Stockholder Covenants. Each of the Stockholders hereby covenants and agrees with Terra REIT as follows:
(a) Such Stockholder agrees, during the time this Agreement is in effect, not to take any action that would make any representation or warranty of such Stockholder 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 such Stockholder of its obligations under this Agreement.
(b) Such Stockholder agrees to permit Terra REIT to publish and disclose in any filings with the Securities and Exchange Commission the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement.
(c) From time to time, at the request of Terra REIT and without further consideration, such Stockholder 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.
Stockholder Covenants. (a) Each Stockholder agrees that it will not make known, disclose, furnish, make available or utilize any of the Corporation's confidential information, other than as required by law; provided that, prior to disclosing any of the confidential information required by law, such Stockholder will promptly notify the Corporation so that the Corporation may seek a protective order or other appropriate remedy. Confidential information does not include any information available to or already in the hands of the public, any information disclosed to such Stockholder by a third party who is not under a duty of confidentiality with respect to such information, or any information independently developed by such Stockholder without the use of confidential information of the Corporation.
(b) Each Stockholder agrees that every Transfer of the shares of Common Stock owned by such Stockholder shall comply with all federal, state, and local securities laws applicable to such Transfer.
Stockholder Covenants. 12 Section 7.
Stockholder Covenants. Each Holder hereby covenants and agrees that:
Stockholder Covenants. Each Stockholder (a) will deliver a duly executed copy of the Amended and Restated Registration Rights Agreement, substantially simultaneously with the Closing, (b) acknowledges and agrees with Section 7.9 of the Merger Agreement, and (c) will not take any action, or assist any Person in taking any action, to change the composition of the board of directors of NewCo in effect immediately following the Closing prior to the annual meeting of NewCo’s stockholders held in calendar year 2021; provided, that for the avoidance of doubt, the foregoing clause (c) shall not prevent any Stockholder from Transferring any shares of capital stock of NewCo following the Closing, subject to the terms and conditions of the Lock-Up Agreement.
Stockholder Covenants. Insofar as the Stockholders control the ---------------------- Seller, any covenant contained herein requiring action on the part of the Seller shall require the Stockholders to cause Seller to take such action.