Covenants of Each Stockholder Sample Clauses

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, hereby covenants and agrees that:

Covenants of Each Stockholder. Each Stockholder covenants and agrees as follows: (i) At every meeting of the stockholders of Target called to seek the Target Stockholder Approval, at every adjournment or postponement thereof, and in each other circumstance upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement or any of the transactions contemplated thereby (including the Target Merger and the Parent Merger), and any actions that would reasonably be considered to be in furtherance thereof, is sought, such Stockholder shall, (A) if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such meeting for purposes of establishing a quorum and (B) vote (or cause to be voted), including by executing a written consent solicitation if requested by Parent, the Subject Shares in favor of the Merger Agreement and the other transactions contemplated thereby, and take any other actions reasonably requested by Parent in furtherance thereof (including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone any meeting of Target’s stockholders at which any of the foregoing matters are submitted for consideration and vote of Target’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters). Such Stockholder represents that any proxies heretofore given in respect of the Subject Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. (ii) Such Stockholder hereby irrevocably grants to, and appoints, Parent and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in a manner consistent with this Section 3. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a)(ii) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such St...

Covenants of Each Stockholder. Until the termination of this Agreement in accordance with Section 7, each Stockholder, severally and not jointly, agrees as follows:

Covenants of Each Stockholder. (a) From the date of this Agreement until the Termination Date (as defined in SECTION 17 hereof), subject to Section 18(a) each Stockholder shall not, and shall use its reasonable efforts to not permit any Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person (other than Acquiror) in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any Representatives of the Company to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or to such Stockholder's knowledge any of Representatives of the Company, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use such Stockholder's reasonable efforts as a stockholder to cause the Company to comply with the obligations of the Company set forth in SECTION 5.10 of the Merger Agreement. (b) Except pursuant to the terms of this Agreement, no Stockholder shall without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company.

Covenants of Each Stockholder. Each Stockholder covenants and agrees that, during the Term, such Stockholder shall not (i) directly or indirectly, transfer, sell, offer, exchange, pledge or otherwise dispose of or encumber any of such Shareholder’s Shares, unless the transferee agrees in writing, reasonably acceptable to the Investors, to be bound by the terms of this Agreement; (ii) grant any proxies or powers of attorney, deposit any of such Stockholder’s Shares into a voting trust or enter into a voting agreement with respect to any of such Stockholder’s Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing, disabling or delaying such Stockholder from performing such Stockholder's obligations under this Agreement.

Covenants of Each Stockholder. Each Stockholder covenants and agrees for the benefit of Acquisition Co. that, until the Expiration Date, such Stockholder will not: (a) offer, sell, contract to sell, pledge, hypothecate, encumber, assign, tender or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, encumbrance, assignment, tender or other disposition of, or the transfer or grant of any rights with respect to (i) any Subject Shares or any interest therein, or (ii) any Company Options and Other Rights or any interest therein; provided, however, that such Stockholder may convert, exercise or exchange Company Options and Other Rights into or for shares of Company Capital Stock in which event such shares of Company Capital Stock shall become and be deemed Subject Shares subject to all the terms and conditions of this Agreement; (b) acquire any Company Capital Stock except pursuant to existing Company Options and Other Rights or transfers from the other Stockholder; (c) grant any powers of attorney or proxies or consents in respect of any of the Subject Shares, deposit any of such Subject Shares into a voting trust, or enter into a Agreement with respect to any of such Subject Shares; and (d) take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby and the Merger Agreement.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees as follows: (a) The Stockholder shall not issue any press release or make any other public statement with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Parent, except as may be required by applicable law. (b) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement and this Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger. (c) If, at the time the Merger Agreement is submitted for adoption by the stockholders of the Company, the Stockholder is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act and has made or proposes to make a Share Election, the Stockholder shall deliver to Parent prior to the Closing a written agreement substantially in the form attached as Exhibit A to the Merger Agreement. (d) Each Stockholder agrees that unless otherwise agreed with Parent, such Stockholder shall elect to receive Parent Shares in the Merger, provided, however that each Stockholder may elect to receive cash, as provided in, and pursuant to the terms of the Merger Agreement, for up to thirty percent (30%) of the number of Shares listed on Schedule 1 attributable to such Stockholder.

Covenants of Each Stockholder. Each Stockholder hereby covenants and agrees that:

Covenants of Each Stockholder. Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of the Company, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of Acquiror. Each Stockholder agrees to notify the Company promptly, and to provide all details requested by the Company, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.