Covenants of Shareholder. Shareholder hereby covenants and agrees that:
Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 3:
(a) The Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement.
(b) At any meeting of shareholders of Target or at any adjournment thereof or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Target or any of its Subsidiaries or any other Acquisition Proposal, (ii) any amendment of Target’s articles of incorporation or bylaws or other proposal or transaction involving Target or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing.
(c) The Shareholder agrees not to (i) sell, transfer (including by operation of law), pledge, assign, encumber or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement), whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees n...
Covenants of Shareholder. For so long as the Agreement ------------------------ is in effect, Shareholder agrees as follows:
(a) Shareholder shall not, except as contemplated by the terms of this Agreement, knowingly take any action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the purchase of the Purchased Shares.
(b) Shareholder will not, except as contemplated by the terms of this Agreement, (a) knowingly take, agree or commit to take any action that would make any representation or warranty of Shareholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (b) knowingly omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.
Covenants of Shareholder. (a) Shareholder hereby covenants and agrees:
(i) To cooperate with Vision 21 in its compliance with all federal and state securities laws, including without limitation providing such information and signing such documents as are necessary to effect a registration or reasonably requested by underwriters pursuant to this Agreement;
(ii) To pay his pro rata portion (calculated on the basis of the ratio of the aggregate offering price attributable to the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counsel; and
(iii) To the entry of stop transfer instructions with the Company's transfer agent against the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3.
(b) Shareholder shall be considered an "affiliate" of Vision 21 for purposes of Rule 144 under the Securities Act, even in the event Shareholder is not technically an affiliate of Vision 21 as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates.
(c) In addition to the transfer restrictions otherwise provided for herein, Shareholder shall not, whether or not Shareholder elects to cause the registration of his shares pursuant to this Agreement, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered by such registration, which may be sold in accordance with the plan or plans of distribution described in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In the event that Shareholder is a corporation, professional corporation or professional limited liability company, Shareholder may aft...
Covenants of Shareholder. During the term of this Agreement, Shareholder hereby covenants and agrees that:
Covenants of Shareholder. Shareholder hereby covenants and irrevocably agrees in favor of Buyer that, from the date hereof until the termination of this Agreement in accordance with Section 10, except as permitted by this Agreement, Shareholder will:
(a) not option, sell, transfer, tender, deposit, gift, pledge, encumber, grant a security interest in, or option over, hypothecate or otherwise dispose of, encumber or convey (collectively, “Transfer”) any Subject Shares, or any right or interest therein (legal or equitable), to any person or group or agree to do any of the foregoing, except where the transferee has previously executed and delivered to Buyer a counterpart of this Agreement 3343471 pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement with respect to such Subject Shares, and Shareholder agrees that any Transfer in violation of this provision shall be void;
(b) not grant any proxy, powers of attorney, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals with respect to the Subject Shares, other than (i) this Agreement and (ii) pursuant to the constituent documents of Shareholder (including any partnership agreement, operating agreement or similar governing document) as is not and would not be inconsistent with such Shareholder’s obligations under this Agreement;
(c) not vote or cause to be voted any Subject Shares in favor of (i) approval of, or the adoption of any agreement relating to, any merger, consolidation, scheme of arrangement, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Company, other than the Merger Agreement and the Transaction, (ii) any amendment of the Company’s charter or bylaws, or (iii) any proposed action by Company or any of the Subsidiaries that would reasonably be expected to prevent or delay the successful completion of the Transaction;
(d) at any meeting of holders of Common Stock called to vote upon a resolution to approve the Merger Agreement and the Transaction or any of the other transactions contemplated by the Merger Agreement (the “Transaction Resolution”), or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval with respect to the Transaction Resolution is sought, cause its Subject Shares to be counted as present for purposes of establishing quorum and vote (or cause to be vot...
Covenants of Shareholder. Shareholder hereby covenants and agrees that, during the time this Agreement is in effect, except as otherwise specifically contemplated by this Agreement, Shareholder shall not, and shall not offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create or permit to exist any additional security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on voting rights, charge or other encumbrance of any nature whatsoever with respect to the shares of Class A Common Stock now owned or that may hereafter be acquired by Shareholder.
Covenants of Shareholder. Shareholder covenants and agrees with the Company as follows:
Covenants of Shareholder. Each Shareholder, severally and not jointly, hereby covenants and agrees that:
Covenants of Shareholder. (a) Shareholder hereby covenants and agrees with Budget that, until the Termination Date, except pursuant to the Merger, Shareholder will not directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares, or (ii) except for the sale, transfer, assignment or other disposition of no more than 20,000 Shares in the aggregate after the date hereof and prior to the period commencing 30 days before the Effective Time, acquire or sell, assign, transfer, pledge, encumber or otherwise dispose of any Shares, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, pledge, encumbrance or other disposition of any Shares.
(b) Shareholder has executed this Agreement in his capacity as a Shareholder of Company and not in his capacity as an officer or director of Company. Without limiting the foregoing, nothing herein shall limit or affect any actions taken by Shareholder in his capacity as an officer or director of Company in exercising Company's rights under the Merger Agreement.
