Covenants of the Selling Shareholder. The Selling Shareholder covenants and agrees with the Underwriters and the Company as follows:
Covenants of the Selling Shareholder. The Selling Shareholder covenants with each Underwriter it will deliver to the Representatives, prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.
Covenants of the Selling Shareholder. The Selling Shareholder covenants and agrees with each of the Underwriters:
Covenants of the Selling Shareholder. The Selling Shareholder agrees with each International Underwriter and the International Agents as follows:
Covenants of the Selling Shareholder. (a) From the date hereof until the Closing, the Selling Shareholder covenants and agrees that he will not, without the prior written consent of RGI, directly or indirectly (i) transfer any of the Shares, except to Purchaser pursuant hereto, or (ii) exercise any voting rights of the Shares or grant any proxies (except as set forth herein) or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares.
Covenants of the Selling Shareholder. (a) Between the date hereof and the Closing Date, subject to commercial reasonableness, the Selling Shareholder shall not take any action that would result in or fail to take any action that would prevent, and shall not permit its directors, employees, affiliates or agents to take any action that would result in or fail to take any action that would prevent, a breach of any representation, warranty or covenant of the Selling Shareholder set forth in this Agreement.
Covenants of the Selling Shareholder. The Selling Shareholder agrees to advise the Representatives promptly of the happening of any event within the time during which a prospectus relating to the Securities is required to be delivered under the 1933 Act that is known to the Selling Shareholder, which, to the knowledge of the Selling Shareholder after consultation with counsel, would require the making of any change in the Prospectus then being used, or in the information incorporated therein by reference, so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.
Covenants of the Selling Shareholder. The Selling Shareholder covenants and agrees with the Placement Agent that:
Covenants of the Selling Shareholder. The Selling Shareholder covenants and agrees with each Underwriter that the Selling Shareholder will not sell or transfer, without your prior written consent, any Common Shares of the Company now held by the Selling Shareholder, alone or with any other person, for a period of 180 days from the time of the initial offering of the Stock by the Underwriters, except for any transfer by gift upon the condition that the donee shall agree in writing, with a copy to be delivered to you, to be bound by the foregoing restriction in the same manner as it applies to the donor. However, the giving of your written consent with respect to any such sale or transfer by the Selling Shareholder shall not constitute a waiver of this covenant with respect to any other request by the Selling Shareholder, it being understood that you may, in your absolute discretion, consent to certain proposed sales and transfers and refuse to consent to others during such 180-day period. Any request from the Selling Shareholder to permit a sale or transfer of Common Shares of the Company shall be in writing and addressed to you and shall set forth in reasonable detail the reasons for the proposed sale or transfer. In order to document the Underwriters' compliance with the reporting and withholding provisions of the Internal Revenue Code of 1986, as amended, with respect to the transactions herein contemplated, the Selling Shareholder agrees to deliver to you prior to or on the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).
Covenants of the Selling Shareholder. (a) The Selling Shareholder has not, and will not, take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
