Covenants of Pledgor and Party C 6.1 During the term of this Agreement, Pledgor and Party C hereby jointly and severally covenant to the Pledgee:
6.1.1 Pledgor shall not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest or any portion thereof, without the prior written consent of Pledgee, except for the performance of the Transaction Documents;
6.1.2 Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and within five (5) days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee;
COVENANTS OF ICANN ICANN covenants and agrees with Registry Operator as follows:
COVENANTS OF LESSEE Lessee hereby covenants and agrees with Lessor as follows:
Covenants of Each Stockholder Unless this Agreement is terminated in accordance with its terms, each Stockholder, severally and not jointly, covenants and agrees as follows:
(a) At any meeting of the stockholders of the Company called to seek the Company Shareholder Approval or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Reorganization Agreement, the Reincorporation Merger, the Share Exchange or the Plan of Merger is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Shareholder Approval.
(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 (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any Company Takeover Proposal and (ii) any amendment of the Company Charter or the Company Bylaws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing.
(c) Other than this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions.
(d) The Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.
(e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.
Covenants of Pledgor Until the final and indefeasible payment to Secured Party in cash and performance of the Pledgor Obligations in full, Pledgor:
(a) will defend the Pledged Collateral against the claims and demands of all other parties; will keep the Pledged Collateral free from all security interests or other encumbrances, except the security interests, liens, charges and encumbrances granted to Secured Party pursuant to this Agreement; and except as specifically permitted herein will not sell, transfer, assign, deliver or otherwise dispose of any Pledged Collateral or any interest therein without the prior written consent of Secured Party;
(b) will notify Secured Party promptly in writing of any change in Pledgor’s address, specified on the attached Disclosure Schedule;
(c) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things reasonably necessary that relate to the Pledged Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party;
(d) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against the Pledged Collateral, except for taxes that are being diligently contested in good faith;
(e) with respect to any Pledged Collateral that is a “Financial Asset” or “Security Entitlement” (as such terms are defined in Article 8 of the UCC), equity security, stock (common or preferred), a security convertible into stock, a stock warrant, a right to subscribe for, or an option to purchase any stock or any security convertible into or exchangeable for stock, a partnership interest or profit interest in any partnership (general or limited), an interest in a limited liability company, joint venture or other common enterprise (individually and collectively, “Ownership Interests”), will not take any action, directly or indirectly, to consent to, authorize or elect to (including, but not limited to, affirmatively voting any of the Pledged Collateral consisting of Ownership Interests), or permit the issuer of such Ownership Interest to elect to (including, but not limited to, by amending or otherwise modifying the formation documents of such issuer), treat any of the Collateral consisting of Ownership Interests as a Financial Asset or
