ADDITIONAL COVENANTS OF THE STOCKHOLDERS Sample Clauses

ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees, severally and not jointly, that:

ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Until the valid termination of the provisions of this Section 4 pursuant to Section 8, the Stockholders agree as follows: (a) At any meeting of stockholders of CT called to vote upon any REIT Tax Matter submitted to a vote pursuant to Section 2.14 of the Venture Agreement or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval with respect to any such REIT Tax Matter is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock they own or have voting control over at such time in favor of such REIT Tax Matter. (b) At any meeting of stockholders of CT or at any adjournment thereof or in any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) all shares of CT Common Stock owned by them or over which they have voting control at such time against any amendment of CT's charter and amended and restated bylaws or other proposal or transaction involving CT or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected in any manner to impede, frustrate, prevent or nullify CT's ability or obligation to consummate or effect any REIT Tax Matter.

ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees that: (a) the Stockholder will not enter into any transaction, take any action, or by inaction permit any event to occur that would result in any of the representations or warranties of such Stockholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event; (b) until the termination of this Agreement, such Stockholder will at all times use his, her or its best efforts in his, her or its capacity as a stockholder to prevent Biocraft from taking any action in violation of the Merger Agreement; (c) from and after the date hereof until the termination of this Agreement, other than under the circumstances contemplated by Section 3 hereof, the Shares will not be sold, transferred, pledged, hypothecated, transferred by gift, or otherwise disposed of in any manner whatsoever without notifying Teva in advance and obtaining and delivering to Teva any evidence that Teva may reasonably request to evidence the transferee's agreement to be bound by this Agreement; provided, however, that in the event of such Stockholder's death during the term of this Agreement, the Shares may be transferred in accordance with the Stockholder'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 (d) the Stockholder will execute and deliver any additional documents reasonably necessary or desirable, in the opinion of Teva's or Biocraft's counsel, to evidence the irrevocable proxy granted in Section 1 with respect to the Shares or otherwise implement and effect the provisions of this Agreement.

ADDITIONAL COVENANTS OF THE STOCKHOLDERS. The Stockholders, severally and not jointly, agree as follows:

ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees that until the Termination Date occurs with respect to such Stockholder:

ADDITIONAL COVENANTS OF THE STOCKHOLDERS. (a) In the event the Company terminates the Merger Agreement to enter into a Superior Proposal in circumstances in which a Company Termination Fee has been paid, and such Superior Proposal is consummated (a “New Transaction”), each Stockholder shall pay in accordance with Section 2.2(d) the applicable Excess Value (as defined below) actually received upon consummation of such transaction to Parent. For purposes of calculating the Excess Value below, the number of a Stockholder’s “Covered Shares” shall consist of such Stockholder’s Covered Existing Shares and such additional Covered Shares acquired after the date hereof as to which, but only to the extent that, such Stockholder has a pecuniary interest therein as of the time of the termination of, or immediately prior to the Effective Time under, the Merger Agreement, as applicable. (b) For purposes of this Section 2.2, the “Excess Value” payable by any such Stockholder shall equal 50% of the product of (x) the number of such Stockholder’s Covered Shares and (y) the positive difference, if any, between the price per share paid under the New Transaction and the Merger Consideration as defined in the Merger Agreement dated as of the date hereof, valuing any non-cash consideration at its fair market value on the date of consummation of the New Transaction (including any residual interest in the Company or any rollover investment in any parent entity of the Company, which shall be valued based on the price per share payable in the New Transaction). (c) For purposes of this Section 2.2, the fair market value of any non-cash consideration consisting of:

ADDITIONAL COVENANTS OF THE STOCKHOLDERS. No Transfer; No Inconsistent Arrangements 6 4.2. No Exercise of Appraisal Rights 7 4.3. Documentation and Information 7 4.4. Adjustments 8 4.5. Waiver of Certain Actions 8 4.6. No Solicitation 8 ARTICLE V MISCELLANEOUS

ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Between the date of this Agreement and the Closing Date, the Stockholders hereby covenant and agree they will: (a) execute and deliver at the Closing all documents, certificates, instruments and items referenced in Sections 1.4(a) and (c); and (b) execute and deliver such other instruments and take such other actions as may be reasonably required in order to carry out the intent of this Agreement.

ADDITIONAL COVENANTS OF THE STOCKHOLDERS. Each Stockholder hereby covenants and agrees with ▇▇▇▇ and Dirk, Inc. that, until this Agreement terminates, such Stockholder will deliver to ▇▇▇▇ and ▇▇▇▇, Inc. at their request a written representation confirming, as of immediately prior to the Effective Time, as that term is used in the Merger Agreement, the accuracy of the representations and warranties contained in Section 3 hereof.