Covenants of the Securityholder. (a) The Securityholder hereby irrevocably and unconditionally covenants with USBTC that, from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), the Securityholder shall not, without having first obtained the prior written consent of USBTC:
(i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than (A) pursuant to the Arrangement, Business Combination Agreement or an Alternative Transaction, (B) any exercise or settlement, as applicable, of Hut Options, Hut DSUs, or Hut RSUs for Hut Shares in accordance with their terms including any disposition thereof for tax purposes or for purposes of "sell-to-cover" transactions, or (C) without affecting beneficial ownership or control or direction over the Subject Securities, to one or more corporations directly or indirectly wholly owned by the Securityholder or to any member of the Securityholder’s immediate family or to a trust, partnership, limited liability company, or other similar estate planning vehicle for the benefit of the Securityholder or any member of the Securityholder’s immediate family, pursuant to a will, testamentary document or intestate succession upon the death of a Securityholder who is an individual or pursuant to a family court order (each, a “Permitted Transfer”), provided that in each case and for greater certainty, any Hut Shares acquired as a result thereof shall be Subject Securities and subject to the terms and conditions of this Agreement,
(ii) requisition or join in the requisition of any meeting of any of the Hut Shareholders for the purpose of considering any resolution, or
(iii) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the voting, the right to vote, call meetings of the Hut Shareholders or give consents or approval of any kind with respect to any Subject Securities.
(b) The Securityh...
Covenants of the Securityholder. (a) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Section 5.1, except as permitted by this Agreement:
(i) at any meeting of securityholders of the Company called to vote upon the Resolution or the transactions contemplated by the Proposal Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Resolution or the transactions contemplated by the Proposal Agreement is sought (including by written consent in lieu of a meeting), the Securityholder shall cause all its Subject Securities which carry the right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all its Subject Securities which carry the right to vote at such meeting in favour of the Resolution and the transactions contemplated by the Proposal Agreement;
(ii) at any meeting of securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought in respect of any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Amended Arrangement and each of the transactions contemplated by the Proposal Agreement (the “Prohibited Matters”) (including by written consent in lieu of a meeting), the Securityholder shall cause all its Subject Securities which carry the right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all its Subject Securities which carry the right to vote at such meeting against the Prohibited Matters;
(iii) the Securityholder shall revoke any and all proxies previously granted or voting instruction forms or other voting documents previously delivered that may conflict or be inconsistent with the Securityholder’s covenants and agreements set forth in this Agreement;
(iv) the Securityholder agrees that it will not, directly or indirectly grant any proxies or power of attorney, deposit any of its Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement;
(v) the Securityholder shall not exercise any ...
Covenants of the Securityholder. (a) The Securityholder hereby covenants that from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (such earlier time being the “Expiry Time”), the Securityholder shall not:
(i) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option, grant a security interest in or otherwise dispose of any right or interest in (any such event, a “Transfer”) any of the Subject Securities, or enter into any agreement, arrangement or understanding in connection therewith, without having first obtained the prior written consent of Purchaser, other than (W) pursuant to the Arrangement Agreement, or (X) the exercise of Company Options, PSUs or RSUs in accordance with their terms for Company Shares that will become subject to this Agreement as if they were Subject Shares owned by the Securityholder on the date hereof; or
(ii) other than as set forth herein, grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement understanding or arrangement with respect to (X) the right to vote, (Y) the calling of meetings of Common Shareholders or (Z) the giving of any consents or approvals of any kind with respect to any Subject Securities.
(b) The Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time to vote (or cause to be voted) all the Subject Securities at any meeting of any of the securityholders of the Company at which the Securityholder is entitled to vote, including without limitation the Company Meeting, and in any action by written consent of the securityholders of the Company:
(i) in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement); and
(ii) against any:
(A) merger, reorganization, consolidation, amalgamation, arrangement, business combination, or share exchange, liquidation, dissolution, recapitalization, or similar transaction involving the Company;
(B) sale, lease or transfer of any significant part of the assets of the Company;
(C) Acquisition Proposal; (in each case other than the transactions contemplated by the Arrangement Agreement, and any other agreement or tr...
Covenants of the Securityholder. The Securityholder hereby irrevocably covenants and agrees as follows:
(a) from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), the Securityholder shall not (A) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, grant any option with respect to, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) (any such event, a “Transfer”) any of the Subject Securities, other than the exercise, exchange, vesting or conversion of Sunward Options or Sunward DSUs in accordance with their terms for Sunward Shares, which Sunward Shares will become Subject Securities hereunder, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than pursuant to the Arrangement, without having first obtained the prior written consent of the Purchaser, or (B) other than as set forth herein, grant any proxies or powers of attorney with respect to any Subject Securities, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the right to vote, call meetings of Sunward Shareholders or give consents or approvals of any kind with respect to any Subject Securities. In furtherance of this Agreement, the Securityholder hereby authorizes the Purchaser, Sunward or their respective legal counsel to notify Sunward’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such Subject Securities, as applicable), provided that if any such action involves costs to the Securityholder, those costs shall be paid or reimbursed by the Purchaser. The Parties agree that such stop transfer order shall be removed and shall be of no further force and effect upon the termination of this Agreement in accordance with Section 4.1;
(b) from time to time, until the Expiry Time, to vote (or cause to be voted) all the Subject Shares at any meeting of any of the securityholders of Sunward at which the Securityholder is entitled to vote, including without limitation the Sunward Meeting, and in any action by written consent of the securityholder...
Covenants of the Securityholder. The Securityholder hereby covenants and agrees that so long as this Agreement is in effect:
Covenants of the Securityholder. The Securityholder agrees as follows:
(a) The Securityholder shall not, except as contemplated by the terms of this Agreement, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract (as defined below), option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Securities to any person other than Nationwide or Nationwide's designee, or (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Securities.
(b) The Securityholder shall not, nor shall the Securityholder permit any investment banker, financial adviser, attorney, accountant or other representative or agent of the Securityholder to, directly or indirectly (i) solicit, initiate or knowingly encourage (including by way of furnishing information), or knowingly facilitate any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding any Acquisition Proposal.
(c) At any meeting of shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, the Securityholder shall, including by initiating a written consent solicitation if requested by Nationwide, vote (or cause to be voted) such Securityholder's Securities in favor of the Merger, the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. At any meeting of sharehold-
Covenants of the Securityholder. The Securityholder hereby covenants and agrees in favour of the Buyer that, from the date hereof until the termination of this Agreement in accordance with Article 3:
(a) at any meeting of shareholders called to vote upon the Special Resolution or any of the transactions contemplated by the Purchase Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Special Resolution or any of the transactions contemplated by the Purchase Agreement is sought, the Securityholder shall cause all of its Subject Shares to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all of its Subject Shares:
(i) in favour of the approval of the Special Resolution and of the Transaction; and
(ii) in favour of any other matter that could reasonably be expected to facilitate the Transaction;
(b) the Securityholder agrees not to directly or indirectly:
(i) sell, transfer, assign, grant an interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of its Subject Shares to any Person; provided, however, that the Securityholder may sell, assign, convey or otherwise transfer or dispose of any or all of the Subject Shares to a Related Person provided that such Related Person enters into an agreement with the Buyer on the same terms as this Agreement, or otherwise agrees with the Buyer to be bound by the provisions hereof or if otherwise consented to by the Buyer. For the purposes hereof, “Related Person” means:
Covenants of the Securityholder. (a) The Securityholder hereby covenants and agrees with the Parent and the Purchaser that from the date of this Agreement until the earlier of (i) the termination of this Agreement in accordance with its terms and (ii) the Effective Time (such earlier time being the “Expiry Time”), the Securityholder shall not: (i) without having first obtained the prior written consent of the Parent, in its sole discretion, sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in (including by way of deposit or tender under a take-over bid) any of the Subject Securities (other than pursuant to a Pre-Acquisition Reorganization), or enter into any agreement, arrangement or understanding in connection therewith, other than pursuant to the Arrangement; or (ii) other than as set forth herein, grant or agree to grant any proxies, powers of attorney or right to vote the Subject Securities, deposit any Subject Securities into a voting trust, or enter into a voting agreement, understanding or arrangement, whether written or oral, with respect to the voting of any Subject Securities.
Covenants of the Securityholder. By acceptance of this Agreement, the Securityholder hereby irrevocably and unconditionally agrees with Abiomed, subject to Section 4 below:
(a) to take all reasonable steps required to cause all of the Subject Securities to be voted at the Meeting in favor of the resolutions approving the Financing Matters;
(b) to not exercise any statutory rights of dissent or appraisal in respect of any resolutions authorizing the Financing Matters; and
(c) to provide prompt written or email notice to Abiomed of any sale, transfer or other disposition of any or all of the Subject Securities occurring prior to the record date for the Meeting, as soon as practicable, but in any event within 48 hours of such sale, transfer or other disposition. It is acknowledged that the covenants of the Securityholder set forth in this Section 1 relate to the Securityholder acting solely in the capacity of a holder of Subject Securities of the Company and not as a director or officer of the Company (or both) and shall not affect or restrict any legal or equitable obligation, including any fiduciary duty obligation, imposed on such Securityholder acting in the capacity of a director or officer of the Company (or both). The Securityholder acknowledges that pursuant to this Agreement the Securityholder may be required to act as a holder of the Subject Securities in a manner different from the manner in which the Securityholder is obligated to act in a capacity of a director or officer of the Company (or both).
Covenants of the Securityholder. The Securityholder covenants and agrees in favour of the Purchaser that, until the earlier of: (i) the closing of the Proposed Transaction and (ii) the date this Agreement is terminated in accordance with its terms, the Securityholder shall:
(a) attend (either in person or by proxy) the Eclipse Meeting (including any adjournments and postponements thereof) and at the Eclipse Meeting vote or cause to be voted, in each case, to the extent that they have a right to vote at the Eclipse Meeting, all of: (i) the Subject Shares; (ii) any Eclipse Shares acquired by or issued to the Securityholder on or following the date hereof (including any Eclipse Shares issued upon the exercise of Subject Options, Subject Warrants, Subject RSUs or Subject Other Convertible
