Common use of Covenants of Shareholders Clause in Contracts

Covenants of Shareholders. Each Shareholder hereby covenants and agrees as follows: (a) In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or that are received in such transaction. (b) While this Agreement is in effect, such Shareholder shall notify Sprint promptly (and in any event within one business day) in writing of the number of any additional Shares acquired by such Shareholder, if any, after the date hereof. (c) Except as required in order to comply with such Shareholder’s fiduciary duties as a member of the Company’s Board of Directors, such Shareholder will not take any action that would have the effect of preventing, disabling or delaying such Shareholder from performing its obligations under this Agreement. Without limiting the foregoing, such Shareholder agrees that, except as required in order to comply with such Shareholder’s fiduciary duties as a member of the Company’s Board of Directors, neither such Shareholder nor any of such Shareholder’s representatives or agents will, indirectly or directly, solicit, encourage or initiate the submission of proposals or offers from, or provide any confidential information to, or participate in discussions or negotiations or enter into any agreement or understanding with, any party (other than Sprint and its representatives) concerning the sale of any assets of the Company (other than the sale of inventory in the ordinary course of business) or the sale of any shares of capital stock of, or any merger, combination or similar transaction involving, the Company or any of its subsidiaries. Except as required in order to comply with such Shareholder’s fiduciary duties as a member of the Company’s Board of Directors, such Shareholder agrees to immediately cease any discussions or communications with any other party conducted prior hereto with respect to any of the foregoing.