Covered Shareholder definition

Covered Shareholder means a shareholder of Microsoft on the date of entry of this Final Judgment who is a present or former employee, officer or director of Microsoft and who owns directly or beneficially more than 5 percent of the voting stock of the firm.

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Covered Shareholder means Stee▇▇ ▇▇▇ any transferee who acquires Stee▇▇'▇ ▇▇▇res in accordance with the Shareholders' Agreement.

Covered Shareholder means a shareholder of Microsoft on the date of entry of this Final Judgment who is a present or former employee, officer or director of Microsoft

Examples of Covered Shareholder in a sentence

• Any willful violation of the foregoing restrictions by the Covered Shareholder or any of its Representatives shall be deemed to be a material breach of this Agreement by the Covered Shareholder.

• The Covered Shareholder hereby agrees to notify Parent promptly in writing of the number and description of any Additional Owned Shares.

• If the Covered Shareholder is married, and any of the Covered Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, binding and enforceable, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, the Covered Shareholder’s spouse, enforceable against the Covered Shareholder’s spouse in accordance with its terms.

• The Covered Shareholder shall promptly communicate to Parent the terms of any Competing Proposal (or any discussion, negotiation or inquiry with respect thereto) directed to or involving the Covered Shareholder solely in its capacity as a stockholder of the Company and not as a director or officer of the Company, including the identity of the person making such Competing Proposal or inquiry which it may receive.

• Each of the Principal Shareholders sending any of the notices referred to in Section 3.1 shall simultaneously send a copy of that notice to each Covered Shareholder.

• The Covered Shareholder understands and acknowledges that Parent and Sub are entering into the Merger Agreement in reliance upon the Covered Shareholder’s execution, delivery and performance of this Agreement.

• The Covered Shareholder owns of record or beneficially its Existing Shares (as set forth opposite its name on Schedule 1(a) attached hereto).

• This Agreement has been duly and validly executed and delivered by, or on behalf of, the Covered Shareholder and, assuming due authorization, execution and delivery of this Agreement by Parent and Sub, constitutes a legal, valid and binding obligation of the Covered Shareholder, enforceable against the Covered Shareholder in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exception.

• For the avoidance of doubt, if the Covered Shareholder is not an individual, nothing in this Agreement shall restrict any direct or indirect Transfers of any equity interests in the Covered Shareholder.

• The Covered Shareholder shall not commit or agree to take any action the primary purpose of which is to evade the foregoing obligations.

More Definitions of Covered Shareholder

Covered Shareholder means a shareholder of Microsoft on the date of entry of this Final Judgment who is a

Covered Shareholder means (x) each Founding Shareholder, but only in respect of Registrable Securities owned by him and (y) any permitted transferee or assignee of Registrable Securities who agrees to become bound by all of the terms and provisions of this Agreement.

Covered Shareholder means each of the Sponsors, and each such other Person as may later become party to this Agreement as a result of becoming a Record Holder or beneficial owner of Covered Shares pursuant to Section 6(a), or otherwise.