Agreements of the Shareholder Sample Clauses

The "Agreements of the Shareholder" clause sets out the specific commitments and obligations that a shareholder undertakes in relation to the company and its other shareholders. Typically, this clause outlines actions the shareholder must or must not take, such as restrictions on transferring shares, requirements to vote in certain ways, or obligations to provide information. By clearly defining these responsibilities, the clause helps ensure alignment among shareholders and prevents disputes by making expectations explicit.
Agreements of the Shareholder. Shareholder agrees, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all reasonable expenses incident to the performance of the Shareholder's obligations under this Agreement, including: (i) the fees, disbursements and expenses of Shareholder's counsel in connection with the registration and delivery of the Shares under the Act, (ii) all costs and expenses related to the transfer and delivery of the Shares, including any transfer or other taxes payable thereon, and (iii) all other costs and expenses incident to the performance of the obligations of the Shareholder hereunder for which provision is not otherwise made in this Section. The provisions of this Section shall not supersede or otherwise affect any separate agreement that the Company and any Shareholder may have for allocation of such expenses among themselves.
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Agreements of the Shareholder. Subject to the Merger Agreement being substantially in the form previously provided to and reasonably acceptable to the Shareholder and the terms of the Merger Agreement being consistent with that certain letter of intent dated April 20, 2004 among Placer, SCC, BOC, Belvedere and the Shareholder (the “Letter of Intent”): (a) Upon receipt of the request of Placer, the Shareholder hereby agrees to immediately execute and deliver to Placer the Shareholder Consent (as defined in the Merger Agreement). The Shareholder further agrees to refrain from taking or omitting to take any action which has the effect or purpose of revoking, rescinding or otherwise annulling the Shareholder Consent. In the event the Shareholder Consent, or any subsequent written consent executed by the Shareholder approving the principal terms of the Merger, is invalid or unenforceable in accordance with its terms under applicable law, the Shareholder shall, at the direction of Placer, (i) promptly (which in no case shall be more than three business days after receiving a written request from Placer) execute or cause to be executed a substitute written consent in lieu of meeting approving the principal terms of the Merger (which written consent shall be prepared by Placer) provided that such substitute written consent is no more burdensome to the Shareholder or does not affect the Shareholder in any more adverse manner than the Shareholder Consent, and deliver the same to SCC or (ii) vote or caused to be voted all of the Shares in favor of the principal terms of the Merger at any meeting of the shareholders of SCC called to vote upon the principal terms of the Merger. (b) The Shareholder agrees that it shall vote or caused to be voted all of the Shares (i) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of SCC under the Merger Agreement and (ii) as directed by Placer with respect to: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving SCC or any of its subsidiaries (whether or not SCC or any such subsidiary is the surviving party); (B) any sale, lease, transfer, assignment or other disposition of a material amount of the assets of SCC or any of its subsidiaries; (C) any change in the majority of the board of directors of SCC; (D) any material change in the present capitalization of SCC; (E) any amendment to S...
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Agreements of the Shareholder 
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Related to Agreements of the Shareholder

  • Covenants of the Shareholder The Shareholder hereby irrevocably covenants and agrees that during the period commencing on the date hereof and continuing until the termination of this Agreement pursuant to Section 3: (a) it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise: (i) solicit, initiate, knowingly encourage, continue or otherwise facilitate (including, without limitation, by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; or (iii) accept or enter into any agreement, letter of intent, arrangement or understanding related to any Acquisition Proposal; (b) if the Shareholder receives any Acquisition Proposal in its capacity as a holder of Shares (including, without limitation, an offer or invitation to enter into discussions), whether written or oral, the Shareholder will as promptly as practicable notify Vasogen, in writing, and provide to Vasogen a copy thereof if written, and if verbal, a description of the principal terms, including the price proposed to be paid in connection therewith, the form of consideration to be paid, the material terms and the identity of the proponent; (c) it will vote the Shares in support of all things proposed by IPC and Vasogen that are necessary, proper or advisable under applicable laws to consummate the Transactions; (d) it will not grant or agree to grant any proxy or other right to the Shares, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call Meetings or give consents or approvals of any kind with respect to the Shares, other than pursuant to the provisions hereof; (e) it will not, without the prior written consent of Vasogen, sell, transfer, monetize, hypothecate, pledge, encumber, grant a security interest in, encumber or otherwise convey or grant an option over any of the Shares (or any right or interest therein (legal or equitable)) held by it to any person, entity or group or agree to do any of the foregoing; (f) except as required by applicable Law (after fully consulting with Vasogen), it will not, prior to the public announcement by IPC, IPC Corp. and Vasogen of the terms of the Transactions, directly or indirectly, disclose to any person, firm or corporation (other than on a confidential basis to such advisors (if any) as the Shareholder may determine are necessary to retain specifically for the purposes of this Agreement) the existence of the terms and conditions of this Agreement, the Arrangement Agreement or the Merger Agreement, or any terms or conditions or other information concerning the Transactions; (g) it will not, without the prior written consent of Vasogen, not to be unreasonably withheld, purchase, or enter into any agreement or right to purchase, any additional shares of IPC; and (h) it will do all things required, necessary, proper or advisable to consummate the transactions contemplated by this Agreement, the Arrangement Agreement and the Merger Agreement.

  • Covenants of the Shareholders Each Shareholder hereby covenants and agrees that:

  • Covenants of the Stockholder The Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.

  • Covenants of the Stockholders Each of the Stockholders hereby covenants and agrees that:

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that: