Covenants and Agreements of the Shareholder Clause Samples

The "Covenants and Agreements of the Shareholder" clause sets out the specific promises and obligations that a shareholder undertakes as part of a legal agreement. Typically, this clause details actions the shareholder must perform or refrain from, such as maintaining confidentiality, not competing with the company, or voting shares in a certain manner. By clearly outlining these commitments, the clause ensures that the shareholder's conduct aligns with the interests of the company and other stakeholders, thereby reducing the risk of disputes and promoting smooth corporate governance.
Covenants and Agreements of the Shareholder a. The Shareholder agrees that neither the Shareholder nor any of its Affiliates shall engage in any Prohibited Activity (i) at any time that the Shareholder, alone or together with its Affiliates has Beneficial Ownership of 20% or more of the outstanding Common Stock of the Company as a result of Repurchases pursuant to the Plan, or (ii) during the Standstill Period. b. The Shareholder acknowledges and agrees that this Agreement constitutes only a limited waiver of the Rights Agreement and that the waiver herein contained applies only to the occurrence of the Shareholder Event as the result solely of the 1997 Plan Repurchases and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ pursuant to the 1998 Plan and not to any other circumstances or conditions which may result in the occurrence of the Shareholder Event. c. The Shareholder hereby further acknowledges that, should the Shareholder Event occur as a result of or in connection with the purchase or acquisition by the Shareholder of Common Stock of the Company which results in an increase in the Current Shareholder Position, then this limited waiver shall not apply and the Shareholder shall, in accordance with the terms of the Rights Agreement, be deemed to be an "Acquiring Person."
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Covenants and Agreements of the Shareholder. (a) [Reserved] (b) [Reserved]
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Covenants and Agreements of the Shareholder a. The Shareholder agrees that neither the Shareholder nor any of its Affiliates shall engage in any Prohibited Activity (i) at any time that the Shareholder, alone or together with its Affiliates has Beneficial Ownership of 20% or more of the outstanding Common Stock of the Company as a result of Repurchases pursuant to any of the repurchase Plans, or (ii) during the Standstill Period. b. The Shareholder acknowledges and agrees that this Agreement constitutes only a limited waiver of the Rights Agreement and that the waiver herein contained applies only to the occurrence of the Shareholder Event as the result solely of the 1997 Plan Repurchases, the 1998 Repurchases, the 1999 Repurchases, the 2000 Repurchases and/or the 2001 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ not to any other circumstances or conditions which may result in the occurrence of the Shareholder Event. c. The Shareholder hereby further acknowledges that, should the Shareholder Event occur as a result of or in connection with the purchase or acquisition by the Shareholder of Common Stock of the Company which results in an increase in the Current Shareholder Position, then this limited waiver shall not apply and the Shareholder shall, in accordance with the terms of the Rights Agreement, be deemed to be an "Acquiring Person."
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Related to Covenants and Agreements of the Shareholder

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Covenants and Agreements of Buyer Buyer covenants and agrees with Seller as follows:

  • 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: