Covenants of Shareholder Sample Clauses

Covenants of Shareholder. Shareholder hereby covenants and agrees that:

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 3: (a) The Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (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 Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target or at any adjournment thereof or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder 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 Target or any of its Subsidiaries or any other Acquisition Proposal, (ii) any amendment of Target’s articles of incorporation or bylaws or other proposal or transaction involving Target or any of its Subsidiaries, 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 or change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Shareholder agrees not to (i) sell, transfer (including by operation of law), pledge, assign, encumber 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 the Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement), whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees n...

Covenants of Shareholder. For so long as the Agreement ------------------------ is in effect, Shareholder agrees as follows: (a) Shareholder shall not, except as contemplated by the terms of this Agreement, knowingly take any action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the purchase of the Purchased Shares. (b) Shareholder will not, except as contemplated by the terms of this Agreement, (a) knowingly take, agree or commit to take any action that would make any representation or warranty of Shareholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (b) knowingly omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.

Covenants of Shareholder. (a) Shareholder hereby covenants and agrees: (i) To cooperate with Vision 21 in its compliance with all federal and state securities laws, including without limitation providing such information and signing such documents as are necessary to effect a registration or reasonably requested by underwriters pursuant to this Agreement; (ii) To pay his pro rata portion (calculated on the basis of the ratio of the aggregate offering price attributable to the shares of Shareholder being registered and sold in relation to the aggregate offering price attributable to the total number of securities being registered and sold, including securities being registered and sold by other selling stockholders) of the underwriting discounts and selling commissions and to pay all the fees and disbursements of his counsel; and (iii) To the entry of stop transfer instructions with the Company's transfer agent against the transfer of any shares of Shareholder's Vision 21 common stock except in compliance with the restrictions as set forth in this Section 3. (b) Shareholder shall be considered an "affiliate" of Vision 21 for purposes of Rule 144 under the Securities Act, even in the event Shareholder is not technically an affiliate of Vision 21 as defined in Rule 144, and the Vision 21 common stock owned by Shareholder shall be subject to the restrictions and limitations on resale imposed by Rule 144 on affiliates of Vision 21. Shareholder shall not sell any of his shares of Vision 21 common stock under Rule 144 unless Shareholder would be eligible to do so under the provisions applicable to affiliates. (c) In addition to the transfer restrictions otherwise provided for herein, Shareholder shall not, whether or not Shareholder elects to cause the registration of his shares pursuant to this Agreement, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of Vision 21 common stock (other than the shares covered by such registration, which may be sold in accordance with the plan or plans of distribution described in the registration statement) owned by Shareholder for a period of one hundred eighty (180) days or such shorter period as negotiated by the Company following the effective date of such registration statement without the prior written consent of Vision 21. In the event that Shareholder is a corporation, professional corporation or professional limited liability company, Shareholder may aft...

Covenants of Shareholder. Shareholder covenants and agrees as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is sought, Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of Shareholder’s Subject Shares in favor of, and shall consent to (or cause to be consented to), the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) Shareholder shall not, and shall not commit or agree to, (i) sell, transfer, pledge, exchange, assign, tender or otherwise dispose of (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless prior to any such Transfer the transferee of the Subject Shares is a party to this Agreement, enters into a shareholder agreement with Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a joinder agreement satisfactory to Parent, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement. Each certificate or other instrument representing any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(b). (i) Shareholder shall not commit or a...

Covenants of Shareholder. From the date hereof until this Agreement is terminated in accordance with its terms, the Shareholder hereby agrees that, except for all such actions which are otherwise permitted hereunder, it shall: (a) at any meeting of the holders of Shares, however called, for the purpose of approving the Merger (the “Meeting”), vote (or cause to be voted) all voting rights attached to the Subject Shares entitled to be voted at the Meeting: (i) in favor of the Merger; (ii) in favor of any action required to complete the Merger or required in furtherance of the actions contemplated thereby; and (iii) against any proposed action by the Company or any other party the result of which would be reasonably expected to impede, interfere with, or delay the completion of the Merger; (b) exchange all of its Subject Shares for the consideration available to the Shareholder pursuant to the Merger, and deposit with the Paying Agent in connection with the Merger, a certificate or certificates representing the Subject Shares (together with a duly completed and executed letter of transmittal) in accordance with the terms of the Merger and such letter of transmittal, and shall not revoke such deposit; (c) not exercise any securityholder rights or remedies available to the Shareholder, whether arising under statute, at common law, or otherwise, to impede, frustrate, nullify, prevent, hinder, delay, upset, or challenge the Merger; (d) not, directly or indirectly, knowingly take any action of any kind which would reasonably be expected to reduce the likelihood of, or interfere with, the completion of the Merger, including, without limitation, not, directly or indirectly, supporting or voting in favor of any Acquisition Proposal or Superior Proposal or tendering any of the Subject Shares under any Acquisition Proposal or Superior Proposal; (e) not exercise any dissent or appraisal rights or any similar rights available to the Shareholder in respect of the Merger; (f) other than in connection with the performance of its obligations hereunder, not sell, assign, exchange, transfer, convey, encumber, hypothecate, pledge, grant a security interest in, option or otherwise convey or dispose of (including by gift) (collectively, “Transfer”) any Subject Shares or any right or interest therein (legal or equitable and whether direct or indirect), or enter into any agreement, contract, commitment, option, or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of a...

Covenants of Shareholder. Shareholder hereby covenants and agrees that, during the time this Agreement is in effect, except as otherwise specifically contemplated by this Agreement, Shareholder shall not, and shall not offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create or permit to exist any additional security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on voting rights, charge or other encumbrance of any nature whatsoever with respect to the shares of Class A Common Stock now owned or that may hereafter be acquired by Shareholder.

Covenants of Shareholder. 1.1 In connection with the determination from the TSX that, in satisfaction of the requirements of section 611 of the TSX Company Manual, the Liberty Shareholder Approval may be obtained by an action by written consent, the Shareholder hereby agrees that, concurrent with the signing hereof, it shall deliver a written consent to Liberty and the Company in the form of Schedule “A” hereto. 1.2 The Shareholder hereby agrees that it shall not, directly or indirectly, except in accordance with the terms of this Agreement, as contemplated by the Arrangement Agreement or with the prior written consent of each of Liberty and the Company (not to be unreasonably withheld): (a) option, sell, assign, dispose of, pledge, encumber, grant a security interest in or otherwise convey any Subject Shares or any right or interest therein, or agree to do any of the foregoing; (b) exercise any securityholder rights or remedies available at common law or pursuant to applicable Law, or take any other action of any kind, in each case which would reasonably be regarded as likely to delay or interfere with the completion of, the Proposed Transaction; (c) do indirectly, including through any of its wholly-owned Subsidiaries, anything which would not be permitted to be done directly pursuant to the foregoing provisions of this Section 1.2; or (d) take any action to encourage or assist any other Person to do any of the prohibited acts referred to in the foregoing provisions of this Section 1.2. 1.3 Notwithstanding the foregoing, Section 1.2 shall not apply to: (a) any transfer or other disposition of any or all of the Subject Shares by the Shareholder to any of its affiliates or to any investment fund or other entity controlled or managed by ▇▇▇▇▇▇▇ Investment Management L.P., provided that prior to or upon such transfer, any such transferee shall have agreed in writing to be bound by this Agreement in the same manner as the Shareholder; (b) any transfer or other disposition of any of the Subject Shares by the Shareholder to a shareholder of Triple Flag Co-Invest Luxembourg Investment Company s.à ▇.▇. (“Co-Invest Luxco”) pursuant to the terms of the put/call rights granted in the shareholders agreement of Co-Invest Luxco; or (c) any loan by the Shareholder as part of customary securities lending arrangements so long as the Shareholder is entitled to vote any such loaned Subject Shares at any meeting of the holders of Liberty Shares held from the date of this Agreement until the terminati...

Covenants of Shareholder. (a) Provided that the Board of Directors of the Company has not effected a Change in Recommendation (as defined in the Securities Purchase Agreements) or resolved or publicly announced its intention to do so, the Shareholder agrees that he/she: (i) shall cause the Covered Shares to be present at any meeting of the Company’s shareholders at which the Shareholder Proposals are being voted upon (a “Meeting”) and at such Meeting shall vote, or cause to be voted, the Covered Shares in favor of the Shareholder Proposals until this Agreement terminates as provided in Section 2(b); and (ii) agrees that until the termination of this Agreement as provided in Section 2(b), that he/she shall not, without the prior written consent of the Company, directly or indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in or otherwise dispose of or encumber any of the Covered Shares. Notwithstanding the foregoing, in the case of any transfer by operation of law, this Agreement shall be binding upon and inure to the transferee. (b) The Agreement shall terminate upon the earlier to occur of: (i) the termination of the Securities Purchase Agreements; or (ii) the approval by the shareholders of the Company of the Shareholder Proposals.