Additional Covenants of the Shareholders Clause Samples

Additional Covenants of the Shareholders. Subject to Section 4.15, each Shareholder hereby covenants and agrees, severally and not jointly, that:

Additional Covenants of the Shareholders. Each Shareholder hereby covenants and agrees that: (a) that Shareholder will not enter into any transaction, take any action, or by inaction permit any event to occur that would (i) result in any of the representations or warranties of such Shareholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event; or (ii) have the effect of preventing or disabling that Shareholder from performing that Shareholder's obligations under this Agreement; (b) until the termination of the proxies granted under Section 2 hereof, that Shareholder will not grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to such Shares; (c) until the termination of the proxies granted under Section 2 hereof, that Shareholder will at all times use his, her or its best efforts in his, her or its capacity as a shareholder of the Company to prevent the Company from taking any action in violation of the Merger Agreement; (d) from and after the date hereof until the termination of this Agreement, other than under the circumstances contemplated by Section 1 hereof, the Shares will not be sold, transferred, pledged, hypothecated, transferred by gift, or otherwise disposed of in any manner whatsoever without notifying Parent in advance and obtaining and delivering to Parent any evidence that Parent may reasonably request to evidence the transferee's agreement to be bound by this Agreement; provided, however, that in the event of that Shareholder's death during the term of this Agreement, the Shares may be transferred in accordance with the Shareholder's last will and testament, or if none, in accordance with the applicable laws of intestate succession, in either of which cases, the Shares shall remain subject in all respects to the terms of this Agreement; and (e) the Shareholder will execute and deliver any additional documents reasonably necessary or desirable, in the opinion of Parent's or the Company's counsel, to evidence the irrevocable proxy granted in Section 2 with respect to the Shares or otherwise implement and effect the provisions of this Agreement.

Additional Covenants of the Shareholders. Subject to Section 5.13, each Shareholder hereby covenants and agrees as to itself, severally and not jointly, that, until the Termination Date:

Additional Covenants of the Shareholders. Each Shareholder agrees to deliver to Buyer within thirty (30) days after the Closing Date: (a) the Closing Balance Sheet and the related unaudited statements of income, shareholders' equity and cash flows for the period then ended prepared in accordance with GAAP (the "Closing Financial Statements"); (b) a certificate executed by each Shareholder certifying that the Closing Financial Statements (i) present fairly the financial condition of the Company as of the Closing Date and the results of operations and changes in financial position of the Company for the periods specified therein, (ii) have been prepared in conformity with GAAP during the period covered thereby and prior periods (except that the Closing Financial Statements do not contain footnotes and are subject to year end adjustments which would not, either individually or in the aggregate, be material), (iii) have been derived from the accounting records of the Company, (iv) represent only actual, bona fide transactions, and (v) are true and correct in all material respects. (c) a certificate executed by each Shareholder certifying that (i) the Company has no liabilities as of the Closing Date other than those liabilities recorded in the Closing Financial Statements; (ii) the method use to recognize profit of the Company in each of the Financial Statements and Closing Financial Statements is consistent; (iii) no customer deposits, whether collected or billed and receivable have been recorded as income in the Financial Statements or the Closing Financial Statements; (iii) income recognized on work in progress as of the dates of each of the Financial Statements and the Closing Financial Statements is not overstated as to the percentage of completion or income earned; (iv) income on "fee based jobs" is recognized in a consistent manner in all periods of each of the Financial Statements and the Closing Financial Statements and fees received but not yet earned are not reflected as earnings and are appropriately reflected as liabilities for unearned income in each of the Financial Statements and the Closing Financial Statements; (v) the estimated costs to complete all jobs of the Company in process are not understated and reflect the Company's best estimate of the total costs to complete all incomplete work of the Company; and (vi) all deposits of the Company to vendors are appropriately accounted for as current assets.

Additional Covenants of the Shareholders. The Shareholders shall not take any action, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Purchase Agreement and this Agreement. The Shareholders shall not exercise any rights of appraisal or rights of dissent from any of the transactions contemplated by the Purchase Agreement, including but not limited to the amendment to the constating documents of the Company to remove the Transfer Restrictions (as defined in the Purchase Agreement).

Additional Covenants of the Shareholders. In addition to the covenants and agreements included elsewhere herein, each Shareholder covenants to, and agrees with, Purchaser as follows:

Additional Covenants of the Shareholders