Covenants of Principal Shareholders Sample Clauses

Covenants of Principal Shareholders. 8.10.1 Prior to the Effective Time, the Principal Shareholders shall not, directly or indirectly, sell, transfer, pledge, hypothecate, encumber or otherwise dispose or surrender possession of, or enter into any contract or agreement for the sale, transfer or other disposition of the Rudy Shares, except by will, ▇▇testacy or otherwise by operation of law. 8.10.2 The Principal Shareholders shall not permit Rudy's or the Subsidiaries to take any actions in contravention of Section 8.1. 8.10.3 The Principal Shareholders shall use their reasonable efforts to cause Rudy's and the Subsidiaries to comply with the covenants of Section 8.2.
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Covenants of Principal Shareholders. (a) Each Principal Shareholder hereby agrees not to: (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any shares of Company Common Stock owned by such Shareholder, other than as provided herein; (ii) grant any proxies or enter into a voting agreement or other arrangement with respect to any shares of Company Common Stock owned by such Shareholder, other than as provided herein; or (iii) deposit any shares of Company Common Stock owned by such Shareholder into a voting trust. (b) Each Principal Shareholder hereby agrees not to take any action that would make any representation or warranty herein of such Principal Shareholder untrue or incorrect in any material respect or that would have the effect of preventing or disabling such Principal Shareholder from performing its obligations under this Agreement. (c) Each Principal Shareholder hereby waives any and all dissenter's rights with respect to Company Common Stock granted pursuant to Article 13 of the GBCC. (d) Each Principal Shareholder hereby agrees to surrender the Certificate(s) owned by such Principal Shareholder in exchange for certificates representing shares of Parent Common Stock and cash, if applicable, within one (1) business day after the Effective Time. (e) Each Principal Shareholder hereby agrees that it will vote all of its shares of Company Common Stock in favor of the Merger and in favor of the amendment to the Company's By-Laws referred to in Section 7.01(j) hereof.
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Covenants of Principal Shareholders. Each of the Principal Shareholders hereby covenants and agrees with the Company that, until the Termination Date: (a) except for any sale of the Principal Shareholder's MBI Stock in connection with the Merger Agreement, the Principal Shareholder will not, without the prior written consent of the Company, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any MBI Stock, insofar as the same would be affected hereby, (ii) transfer, sell, hypothecate or otherwise assign any interest in any MBI Stock other than by testamentary disposition or pursuant to the laws of descent and distribution or (iii) enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer or other disposition of any MBI Stock. (b) Prior to the Termination Date, the Principal Shareholder will not (i) initiate or solicit, directly or indirectly, any acquisition proposal relating to MBI (an "Acquisition Proposal"); (ii) initiate, directly or indirectly, any contact with any person in an effort to or with a view towards soliciting any Acquisition Proposal; (iii) furnish information concerning MBI's business, properties or assets to any corporation, partnership, person or other entity or group (other than to the Company, [Merger Sub] or any affiliate, associate, agent or representative of the Company or [Merger Sub] or the Company's lenders) in connection with an actual or potential Acquisition Proposal; or (iv) negotiate or enter into discussions, directly or indirectly, with any entity or group with respect to any actual or potential Acquisition Proposal. In the event that the Principal Shareholder shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, the Principal Shareholder shall promptly inform the Company as to any such matter and the details thereof and shall convey to the Company a copy of any letter, proposal or other document in which any such Acquisition Proposal is expressed.
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Covenants of Principal Shareholders. SECTION 4.01
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Covenants of Principal Shareholders. 38 6.3 SALE OF PRINCIPAL SHAREHOLDERS' ATCOR SHARES. . . . . . . . . .39 6.4
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Covenants of Principal Shareholders. 41 SECTION 7.11 Transfer Restrictions After the Effective Time...................................................... 42 SECTION 7.12
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Covenants of Principal Shareholders. Each of the Principal Shareholders covenants in favour of Forest that it shall do, take or perform or refrain from doing, taking and performing such actions and steps as may be necessary or advisable to ensure compliance with the following: (a) Prior to the Closing Date, the Principal Shareholder will not, directly or indirectly, sell, assign, transfer or otherwise dispose of any of the Principal Shareholder's ATCOR Shares or in the case of Parent 1, shares of Newco, or commit to their disposal, or enter into any negotiations with the view to such disposal, other than pursuant to the Amalgamation or this Agreement, except as required by Forest pursuant to Section 6.3. (b) Prior to the Closing Date, each Principal Shareholder will vote as a shareholder of ATCOR against any proposal, other than to approve the Amalgamation, submitted to the shareholders of ATCOR proposing that ATCOR directly or indirectly, do any of the things described in Section 4.1(a). (c) Prior to the Closing Date, each Principal Shareholder will take or do all acts and things as may be necessary or appropriate to ensure the successful implementation of the Amalgamation and, without limiting the generality of the foregoing: (i) each Principal Shareholder will exercise all voting rights attaching to ATCOR Shares held by it in favour of approving the Amalgamation, and contrary to any challenge to or modification of the Amalgamation not consented to by Forest, at the ATCOR Shareholders' Meeting; (ii) each Principal Shareholder will not take any action which might, directly or indirectly, interfere or be inconsistent with or otherwise adversely affect the implementation of the Amalgamation and will vote as a shareholder against any proposals submitted to the shareholders of ATCOR proposing that ATCOR take any such action; (iii) each Principal Shareholder agrees that it will not request any director of ATCOR to take or do any step or action which would reasonably be expected to make the implementation of the Amalgamation or the completion of the transactions contemplated herein less likely; (iv) each Principal Shareholder will cooperate with Forest and ATCOR in obtaining such other consents, orders or approvals as are necessary or appropriate for the completion of the Amalgamation, the Acquisition and the Ancillary Transactions and provide in a timely manner all information required in connection therewith. (d) Parent 1 will cause Newco to be incorporated, will hold all outstanding shares of N...
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Covenants of Principal Shareholders. Between now and Closing, the Principal Shareholders will: (a) not enter into any transaction for the sale, transfer or other disposition of their OPS Shares; and (b) comply with any escrow, hold period or other restrictions as may be imposed by the CDNX or under applicable securities laws.
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Covenants of Principal Shareholders 
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Related to Covenants of Principal Shareholders

  • Covenants of the Selling Shareholders Each Selling Shareholder further covenants and agrees with each Underwriter:

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

  • Covenants of Shareholder Shareholder hereby covenants and agrees that:

  • 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 Purchaser The Purchaser shall provide the Seller with all forms of Disclosure Materials (including the final form of the Memorandum and the preliminary and final forms of the Prospectus Supplement) promptly upon any such document becoming available.