Adherence to the Voting Covenant Sample Clauses

Adherence to the Voting Covenant. At any time on or prior to the termination of the Voting Covenant with respect to any Investor, if any such Investor wishes to transfer any of its Voting Covenant Shares, as a precondition to such transfer, and in addition to any other applicable restrictions on transfer provided for in the Agreement, such Investor shall cause the proposed transferee to agree in writing to be bound by all of the terms of the Voting Covenant with respect to any Voting Covenant Shares to be transferred to it by executing an Accession Agreement, and no such proposed transfer shall be effective unless such transferee executes an Accession Agreement; provided, however, that after an Initial Public Offering a transferee of Voting Covenant Shares shall not be required to enter into the Accession Agreement unless such transferee is a Specified Transferee (as defined below) in which case such Specified Transferee shall be required to enter into the Accession Agreement only as to the Voting Covenant and otherwise shall not be bound by any other terms of this Agreement except as otherwise provided in Section 8.2(d) to the extent it desires to be a Subsequent Transferee. (i) For purposes of this Agreement, a Specified Transferee is (A) Yahoo! or SOFTBANK or (B) any transferee of Voting Covenant Shares that (x) is a competitor specified in the List of Specified Transferees set forth in the A3E Side Letter (as amended pursuant to Section 8.5(g)(ii) from time to time, the “List of Specified Transferees”), or (y) has publicly or, to the knowledge of the Investor after due inquiry, indicated an express intent to change or influence, directly or indirectly, the management and policies of the Company within one year after the transfer, in each case including any of their respective Affiliates (collectively, the “Specified Transferees” and each, a “Specified Transferee”), provided, that after an Initial Public Offering, this provision shall only apply to the extent that the Investor has actual knowledge of the identity of the transferee prior to the transfer of the Voting Covenant Shares. (ii) Every December (commencing December 2012), the Company may propose replacing and substituting up to three names in the List of Specified Transferees with names of Persons that are competitors of the Company, provided that there shall be no more than ten (10) Persons on the List of Specified Transferees. If the Company wishes to exercise this right of substitution, it shall serve a notice in writing to e...
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Related to Adherence to the Voting Covenant

  • Adherence to Law Each party shall comply with all federal, state and local laws and ordinances applicable to this agreement.

  • Adherence to Standards For purposes of clarity, consistency, and ease of understanding, the State, as an acquiring agency of private property for public use, has adopted standards and formats for right-of-way mapping which have proven to facilitate the processes of negotiation, appraisal, relocation assistance, and condemnation. The Engineer’s Surveyor shall adhere to these standards and formats to every extent possible to ensure that the needs of the State are met.

  • Section 1542 Waiver In giving the general release herein, which includes claims which may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to my release of claims, including but not limited to any unknown or unsuspected claims herein.

  • F2 Waiver The failure of either Party to insist upon strict performance of any provision of the Contract, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Contract.

  • Company’s Failure to Timely Convert If within three (3) Trading Days after the Company’s receipt of an email copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares, times (B) the Closing Price on the Conversion Date.