Examples of Covered Common Stock in a sentence
The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject hereto.
Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Covered Common Stock.
Such Shareholder has and will have at all times through the Closing Date sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article 2 hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to the Existing Common Stock and with respect to the Covered Common Stock at all times through the Closing Date.
All rights, ownership and economic benefit relating to the Covered Common Stock shall remain vested in and belong to the Shareholders, and Parent and Merger Sub shall have no authority to direct Shareholder in the voting or disposition of any of the Covered Common Stock, except as otherwise provided herein.
Such Shareholder will be the beneficial owner of and have good and marketable title to its Covered Common Stock from the date hereof through and on the Closing Date, free and clear of all Liens (other than pursuant to this Agreement and restrictions on Transfers arising under applicable securities laws).
Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b).
The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement.
The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common Stock, shall be irrevocable during the term set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power.
For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company.
All rights, ownership and economic benefit relating to the Covered Common Stock and the Separate Shares shall remain vested in and belong to the Shareholders, except upon the exercise, if any, by Parent of its right of first refusal as set forth in Section 4.2 of this Agreement, and Parent and Merger Sub shall have no authority to direct Shareholder in the voting or disposition of any of the Covered Common Stock or the Separate Shares, except as otherwise provided herein.