Common use of Stockholder Covenants Clause in Contracts

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. (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 other circumstances occurring before the Clearwire Stockholder Meeting upon which a vote, consent or other vote of the Company’s stockholders approval (including by written consent) with respect to the Transactions Merger and the Transaction Agreement or any Acquisition Proposal is sought, each Stockholder will vote in favor of the approval of the Transactions Merger and the approval and adoption of the Transaction Agreement and, except with the written consent (which may be withheld by each in its sole discretion) of Sprint, the Company and four of the five Investors, against any Acquisition Proposal 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) not less than 40% of the total voting power of all Clearwire Capital Stock outstanding as of the Record Date date of this Agreement (on a non-fully diluted basis) that is entitled to vote on that matter (the “Voting Share Amount”); provided, however, that the Voting Share Amount shall be automatically reduced from 40% to 25% of such total voting power if the Transaction Agreement is terminated but this Agreement remains in effect pursuant to Section 4(i)(C) below. (b) Any vote subject to this Agreement will be cast, and any consent subject to this Agreement will be given, in accordance with the procedures relating to that vote or consent so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of that vote or consent. Notwithstanding the foregoing, Stockholder shall not have an obligation to execute any written consent in lieu of a meeting with respect thereto for the purpose of the approval and adoption of the Transaction Agreement and the terms thereof unless the Company shall have requested that such approval and adoption be effected through the execution of any such written consent. Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of any provisions or agreements in this Section 2. Except as expressly set forth in this Agreement, Stockholder may vote the Subject Shares in its discretion on all matters submitted for the vote of stockholders of the Company. (c) Stockholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a “Transfer”) or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any or all of the Subject Shares to any Person, or (ii) grant any proxies (other than the Company proxy card in connection with the Clearwire Stockholder Meeting if and to the extent such proxy is consistent with Stockholder’s obligations under this Section 2 of this Agreement), deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, other than pursuant to this Agreement. Notwithstanding the foregoing, nothing herein shall prevent Stockholder from distributing any of its Subject Shares to a member of Stockholder provided that such member agrees in writing (in a form reasonably acceptable to the other parties to this Agreement) to be bound by and to comply with all of the terms of this Agreement as a “Stockholder” as if such member were an original signatory hereto (each such member a “Subject Member”). In addition, Stockholder and any Subject Member may Transfer Subject Shares without restriction so long as the Subject Shares retained collectively by Stockholder and all Subject Members after the Transfer constitute at least the applicable Voting Share Amount then in effect. If a proposed Transfer of Subject Shares would drop the collective holdings of Stockholder and all of its Subject Members below the then applicable Voting Share Amount, such Transfer will only be permitted if the Transfer is made by a Subject Member for estate planning purposes and the Subject Member retains direct or indirect sole voting control over such Subject Shares owned through the date of the Stockholder Vote. (d) Stockholder further agrees not to commit or agree to take any of the foregoing actions or take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (e) Stockholder agrees it will not, nor will Stockholder permit any Affiliate controlled by Stockholder to, nor will Stockholder act in concert with or permit any such Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Clearwire Capital Stock intended to facilitate any Acquisition Proposal or to cause stockholders of the Company not to vote to approve and adopt the Transaction Agreement. Stockholder agrees it will not, and will direct any investment banker, attorney, agent or other adviser or representative of the Stockholder not to, directly or indirectly, through any officer, director, agent or otherwise, enter into, solicit, initiate, conduct or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any Person, other than the parties to the Transaction Agreement, relating to any Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent Stockholder from (A) complying with its disclosure obligations under applicable U.S. securities laws or (B) in the event the Company furnishes information to or enters into discussions or negotiations with a Person, as and to the extent permitted pursuant to Section 10.4(b) of the Transaction Agreement. Stockholder shall be permitted to furnish information and engage in discussions and negotiations with such Person as and to the same extent that the Company is permitted to take such actions. Stockholder hereby represents that, as of the Record Date; provided that date hereof, it is not engaged in discussions or negotiations with any party other than the parties to the Transaction Agreement with respect to any Acquisition Proposal. (f) So long as the Transaction Agreement has not been terminated, Stockholder hereby irrevocably elects, upon the satisfaction of the conditions set forth in Section 2.1 of the Transaction Agreement, to convert each share of its Class B Common Stock into one share of Class A Common Stock in accordance with Article IV, Section 1(d)(i) of the Fourth Amended and Restated Certificate of Incorporation of the Company, and Stockholder agrees to execute any documentation required to effect such conversion. If the Transaction Agreement is terminated, the election in this Section 2(f) shall be null and void. (g) So long as the Transaction Agreement has not been terminated, Stockholder shall be obligated under this take all action necessary to terminate, effective at the Closing, (i) the Voting Agreement to vote its Subject Shares owned dated as of August 29, 2006 among the Record Date in favor Company, Intel Pacific, Inc., Intel Capital Corporation and Stockholder and (ii) the Side Letter dated as of or otherwise consent to or approve June 28, 2006 by and among the Transactions only if in connection with such Clearwire Stockholder Meeting or written consentCompany, an Independent Majority (as defined below) has voted in favor of or consented to or approved the Transactions; Intel Pacific, Inc. 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 TransactionsStockholder.