Common use of Representations, Warranties and Covenants of Shareholder Clause in Contracts

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents and warrants to, and agrees with, ProLogis that: (a) this Agreement has been duly executed and delivered by such Shareholder and constitutes a valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect; (b) such Shareholder has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (c) as of the date of this Agreement, such Shareholder is the direct or indirect beneficial owner of the Securities set forth opposite such Shareholder’s name on Schedule I; (d) on the date hereof, such Shareholder has, and such Shareholder will have at all times up to the termination of this Agreement, the sole power to vote his or her Securities, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) any of his or her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of ProLogis; provided, however, such Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by the terms and conditions of this Agreement.

Appears in 2 contracts

Sources: Voting Agreement (Prologis), Voting Agreement (Prologis)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, and agrees with, ProLogis thatcovenants to Parent as follows: (a) Each Shareholder has full power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationarrangement, moratorium, and similar moratorium or other laws affecting or relating to the rights of creditors generally, or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by such Shareholder does not, and the performance of such Shareholder's obligations hereunder will not, result in each case now any breach of or hereafter constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in effect;the creation of any lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or the Shares are or will be bound or affected. (b) such Shareholder has all necessary power and authority Except to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (c) as extent otherwise permitted under Section 6.04 of the date of this Merger Agreement, until the Expiration Date, each Shareholder, in the Shareholder's capacity as a Shareholder, will not (and will use such Shareholder is the direct Shareholder's reasonable best efforts to cause its affiliates, officers, directors and employees and any investment banker, attorney, accountant or indirect beneficial owner other agent retained by such Shareholder, not to): (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the Securities set forth opposite business or properties or capital stock of Company, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate Company or otherwise distribute to the shareholders of Company all or any substantial part of the business, properties or capital stock of Company (each, 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 Company's business, properties or assets to any corporation, partnership, person or other entity or group (other than Parent, or any associate, agent or representative of Parent) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; or (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect of any potential Acquisition Proposal. In the event any Shareholder, in such Shareholder’s name on Schedule I; (d) on 's capacity as a Shareholder, shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, such Shareholder hasshall promptly inform Parent as to any such matter and the details thereof to the extent possible without breaching any other agreement to which such Shareholder is a party or violating its fiduciary duties. (c) Each Shareholder understands and agrees that if any Shareholder attempts to vote or provide any other person with the authority to vote any of the Shares held by such Shareholder as of the record date for any meeting at which such Shares are to be voted other than in compliance with this Agreement, Company shall not, and such Shareholder will have at all times up hereby unconditionally and irrevocably instructs Company to the termination of this Agreement, the sole power to not record such vote his or her Securities, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) any of his or her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of ProLogis; provided, however, unless and until such Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by have complied with the terms and conditions of this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Netcreations Inc), Shareholder Agreement (Doubleclick Inc)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, and agrees with, ProLogis thatcovenants to CUNB as follows: (a) Shareholder has full power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationarrangement, moratorium, and similar moratorium or other laws affecting or relating to the rights of creditors generally, or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by Shareholder does not, and the performance of Shareholder’s obligations hereunder will not, result in each case now any breach of or hereafter constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in effect;the creation of any lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or the Shares are or will be bound or affected. If Shareholder is married and the Shares constitute community property or if there otherwise is a need for spousal or other approval of this Agreement for it to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms. (b) Until the Expiration Date, Shareholder, in the Shareholder’s capacity as a shareholder of FENB, will not (and will use Shareholder’s reasonable best efforts to cause its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by Shareholder or FENB, not to): (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the business or properties or capital stock of FENB, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate FENB or otherwise distribute to the shareholders of FENB all or any substantial part of the business, properties or capital stock of FENB (each, 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 FENB’s business, properties or assets to any corporation, partnership, person or other entity or group (other than CUNB, or any affiliate, associate, agent or representative of CUNB) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect to any potential Acquisition Proposal; or (v) either alone or together with any other shareholder of FENB, request that a special meeting of the shareholders of FENB be held to consider and vote on any Acquisition Proposal. In the event Shareholder, in Shareholder’s capacity as a shareholder of FENB, shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform CUNB as to any such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby;is a party. (c) Shareholder understands and agrees that if Shareholder attempts to vote or provide any other person with the authority to vote any of the Shares held by Shareholder as of the record date of for any meeting at which such Shares are to be voted other than in compliance with this Agreement, such Shareholder is the direct or indirect beneficial owner of the Securities set forth opposite such Shareholder’s name on Schedule I; (d) on the date hereof, such Shareholder hasFENB shall not, and Shareholder hereby unconditionally and irrevocably instructs FENB to not, record such Shareholder will have at all times up to the termination of this Agreement, the sole power to vote his or her Securities, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) any of his or her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of ProLogis; provided, however, such unless and until Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by have complied with the terms and conditions of this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (CU Bancorp), Merger Agreement (CU Bancorp)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, and agrees with, ProLogis thatcovenants to FENB as follows: (a) Shareholder has full power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationarrangement, moratorium, and similar moratorium or other laws affecting or relating to the rights of creditors generally, or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by Shareholder does not, and the performance of Shareholder’s obligations hereunder will not, result in each case now any breach of or hereafter constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in effect;the creation of any lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or the Shares are or will be bound or affected. If Shareholder is married and the Shares constitute community property or if there otherwise is a need for spousal or other approval of this Agreement for it to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms. (b) such Shareholder has all necessary power and authority to execute and deliver this Agreement and to consummate Until the transactions contemplated hereby; (c) as of Expiration Date, Shareholder, in the date of this Agreement, such Shareholder is the direct or indirect beneficial owner of the Securities set forth opposite such Shareholder’s name on Schedule I; (d) on the date hereofcapacity as a shareholder of CUNB, such Shareholder has, and such Shareholder will have at all times up to the termination of this Agreement, the sole power to vote his or her Securities, as applicable; and (e) such Shareholder will not sell(and will use Shareholder’s reasonable best efforts to cause its affiliates, transferofficers, hypothecatedirectors and employees and any investment banker, pledgeattorney, encumber accountant or otherwise dispose of other agent retained by Shareholder or CUNB, not to): (“Transfer”i) initiate or solicit, directly or indirectly, any of his Acquisition Proposal (as hereinafter defined); (ii) initiate, directly or her Securities indirectly, any contact with any person in an effort to or with a view towards soliciting any Acquisition Proposal; (iii) furnish information concerning CUNB’s business, properties or assets to any corporation, partnership, person or other entity or group (other than FENB, or any interests thereinaffiliate, associate, agent or grant representative of FENB) under any option circumstances that could reasonably be expected to relate to an actual or other right potential Acquisition Proposal; (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect thereto, without the prior written consent of ProLogis; provided, however, such Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by the terms and conditions of this Agreement.any

Appears in 2 contracts

Sources: Merger Agreement (CU Bancorp), Merger Agreement (CU Bancorp)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, and agrees with, ProLogis thatcovenants to each Acquiror as follows: (a) Each Shareholder has full power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationarrangement, moratorium, and similar moratorium or other laws affecting or relating to the rights of creditors generally, or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by such Shareholder does not, and the performance of such Shareholder's obligations hereunder will not, result in each case now any breach of or hereafter constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in effect;the creation of any lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or the Shares are or will be bound or affected. If Shareholder is married and the Shares constitute community property or if there otherwise is a need for spousal or other approval of this Agreement for it to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder's spouse, enforceable against such spouse in accordance with its terms. (b) such Shareholder has all necessary power and authority Except to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (c) as extent otherwise permitted under Section 6.04 of the date of this Merger Agreement, until the Expiration Date, each Shareholder, in the Shareholder's capacity as a shareholder of Company, will not (and will use such Shareholder is the direct Shareholder's reasonable best efforts to cause its affiliates, officers, directors and employees and any investment banker, attorney, accountant or indirect beneficial owner other agent retained by such Shareholder, not to): (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the Securities set forth opposite business or properties or capital stock of Company, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate Company or otherwise distribute to the shareholders of Company all or any substantial part of the business, properties or capital stock of Company (each, 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 Company's business, properties or assets to any corporation, partnership, person or other entity or group (other than Parent, or any affiliate, associate, agent or representative of Parent) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect to any potential Acquisition Proposal or (v) either alone or together with any other shareholder of Company, request that a special meeting of the shareholders of Company be held to consider and vote on any Competing Transaction or Frustrating Transaction. In the event any Shareholder, in such Shareholder’s name on Schedule I; (d) on 's capacity as a shareholder of Company, shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, such Shareholder hasshall promptly inform Parent as to any such matter and the details thereof to the extent possible without breaching any other agreement to which such Shareholder is a party or violating its fiduciary duties. (c) Each Shareholder understands and agrees that if any Shareholder attempts to vote or provide any other person with the authority to vote any of the Shares held by such Shareholder as of the record date for any meeting at which such Shares are to be voted other than in compliance with this Agreement, Company shall not, and such Shareholder will have at all times up hereby unconditionally and irrevocably instructs Company to the termination of this Agreementnot, the sole power to record such vote his or her Securities, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) any of his or her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of ProLogis; provided, however, unless and until such Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by have complied with the terms and conditions of this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Netcreations Inc), Shareholders' Agreement (Seat Pagine Gialle Spa)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, covenants to Parent with respect to itself and agrees with, ProLogis thatits ownership of its Shares as follows: (a) this Agreement has been duly executed and delivered by such Shareholder and constitutes a valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect; (b) such Shareholder has all necessary power and authority legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby;. (cb) as of the date of this Agreement, such Shareholder is the direct or indirect beneficial owner of its Shares and will continue to be the Securities set forth opposite such Shareholder’s name on Schedule I; (d) on the date hereof, such Shareholder has, and such Shareholder will have at all times up to beneficial owner of its Shares until the termination of this Agreement, except as permitted by Section 2 of this Agreement. (c) This Agreement has been duly executed and delivered by such Shareholder. (d) This Agreement constitutes the sole power valid and binding agreement of such Shareholder, enforceable against Shareholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to vote his or her Securitiesaffecting creditors' rights generally, as applicable; andby general equity principles, (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. (e) The execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which Shareholder is trustee, (ii) conflict with or violate any law applicable to Shareholder or by which Shareholder or any of Shareholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of Shareholder, including, without limitation, Shareholder's Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or any of Shareholder's assets is bound or affected, except for any such breaches, defaults, conflicts, violations or other occurrences that would not prevent or delay the performance by Shareholder of Shareholder's obligations under this Agreement. (f) Until the termination of this Agreement, Shareholder will not sell(and will use Shareholder's reasonable best efforts to cause the Company, transferits respective officers, hypothecatedirectors and employees, pledgeand any investment banker, encumber attorney, accountant or otherwise dispose other advisor or representative of Shareholder or the Company or any of the same not to) (“Transfer”i) solicit, initiate or knowingly encourage (including by furnishing nonpublic information) any inquiries or the making of his any proposal or her Securities or any interests thereinoffer that constitutes, or grant may reasonably be expected to lead to a Company takeover, (ii) participate in any option discussions or other right with respect thereto, without the prior written consent negotiations in furtherance of ProLogis; provided, however, such Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes inquiries or to obtain a charitable foundationCompany Takeover Proposal, provided or the making of any proposal that constitutes any Company Takeover Proposal, or (iii) or knowingly facilitate any effort or attempt to make or implement a Company Takeover Proposal. Notwithstanding any provision of this Section 3(f) to the contrary, any Shareholder that is a member of the Company's Board of Directors may take actions in such transferee enters into a written agreement in favor of ProLogis agreeing capacity to be bound the extent permitted by the terms Merger Agreement. (g) Shareholder hereby waives any rights of appraisal or rights to dissent from the Merger. (h) Shareholder agrees to execute and conditions deliver any additional documents necessary, in the reasonable opinion of Parent, to carry out the purpose and intent of this Agreement. (i) Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Shareholder.

Appears in 1 contract

Sources: Merger Agreement (Royal Appliance Manufacturing Co)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents Shareholder, severally and not jointly, hereby represents, warrants to, and agrees with, ProLogis thatcovenants to Parent with respect to itself and its ownership of its Shares as follows: (a) this Agreement has been duly executed and delivered by such Shareholder and constitutes a valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect; (b) such Shareholder has all necessary power and authority legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby;. (b) Shareholder is the beneficial owner of the Shares set forth opposite the name of such Shareholder on Schedule I hereto and will continue to be the beneficial owner of such Shares until the termination of this Agreement. Except as contemplated by this Agreement, the Company Organizational Documents and federal securities laws, Shareholder owns all of such Shares free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, restrictions, charges, proxies and other encumbrances of any nature, and as of the Effective Time shall have no claim against the Company with respect to any of such Shares held by Shareholder. (c) as of the date of this Agreement, such Shareholder is the direct or indirect beneficial owner of the Securities set forth opposite This Agreement has been duly executed and delivered by such Shareholder’s name on Schedule I;. (d) on This Agreement constitutes the date hereofvalid and binding agreement of such Shareholder, enforceable against Shareholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, by general equity principles, (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) The execution and delivery of this Agreement by Shareholder hasdoes not, and such the performance of this Agreement by Shareholder will have at all times up not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which Shareholder is trustee, (ii) conflict with or violate any law applicable to Shareholder or by which Shareholder or any of Shareholder’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of Shareholder, including, without limitation, Shareholder’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or any of Shareholder’s assets is bound or affected. (f) Until the termination of this Agreement, the sole power to vote his or her Securities, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) take any of his or her Securities action that would cause the Company or any interests therein, or grant any option or other right with respect thereto, without Company Subsidiary to be in breach of the prior written consent Company’s obligations under Section 6.6 of ProLogisthe Merger Agreement; provided, howeverthat, the foregoing does not restrict any Shareholder that is a member of the Company’s Board of Trustees from taking any actions in such Shareholder shall be capacity to the extent permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by the terms Merger Agreement. (g) Shareholder agrees to execute and conditions deliver any additional documents necessary, in the reasonable opinion of Parent, to carry out the purpose and intent of this Agreement. (h) Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Shareholder.

Appears in 1 contract

Sources: Voting Agreement (Ventas Inc)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, and agrees with, ProLogis thatcovenants to PCB as follows: (a) Shareholder has full power, authority and legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by by: (i) the effect of bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationarrangement, moratorium, and similar moratorium or other laws affecting or relating to the rights of creditors generally; or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by Shareholder does not, and the performance of Shareholder’s obligations hereunder will not, result in each case now any breach of or hereafter constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in effect;the creation of any lien or encumbrance on the Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or the Shares are or will be bound or affected. If Shareholder is married and the Shares constitute community property or if there otherwise is a need for spousal or other approval of this Agreement for it to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms, except as may be limited by: (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally; or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) such Shareholder has all necessary power understands and agrees that if Shareholder attempts to take any action regarding receipt of the Merger Consideration for the Shares other than to make the Election or provide any other person with the authority to execute take any action regarding receipt of the Merger Consideration for the Shares other than to make the Election in accordance the terms of this Agreement, Shareholder hereby unconditionally and deliver this Agreement irrevocably instructs PCB and the Exchange Agent (as that term is defined in the Merger Agreement) to consummate not record such instruction and rather to consider any such instruction to be an election to receive only shares of PCB Common Stock in consideration for the transactions contemplated hereby;Shares. (c) as Shareholder has carefully read this Agreement; that Shareholder executes this Agreement with full knowledge of the date of this Agreement, such Shareholder is the direct or indirect beneficial owner of the Securities set forth opposite such Shareholder’s name on Schedule I; (d) on the date hereof, such Shareholder has, and such Shareholder will have at all times up to the termination contents of this Agreement, the sole power to vote his or her Securitieslegal consequences thereof, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) and any of his or her Securities or and all rights which any interests therein, or grant any option or other right party may have with respect thereto, without to the prior written consent other parties; that Shareholder has had the opportunity to receive independent legal advice with respect to the matters set forth in this Agreement and with respect to the rights and asserted rights arising out of ProLogissuch matters; provided, however, such and that Shareholder is entering into this Agreement of his/her own free will. Shareholder expressly agrees that there are no expectations contrary to this Agreement and no usage of trade or regular practice in the industry shall be permitted used to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by the terms and conditions of modify this Agreement.

Appears in 1 contract

Sources: Merger Agreement

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, and agrees with, ProLogis thatcovenants to Parent as follows: (a) Except as otherwise described in Appendix A, (i) the Shareholder is the record or beneficial owner of, and has good and valid title to, the Shares, and (ii) the shareholder has the sole right to vote the Shares, with no restrictions, limitations or qualifications on Shareholder’s rights of disposition pertaining to the Shares, except as provided herein. (b) Other than pursuant to this Agreement or with Parent’s prior written consent, from the date hereof through and including the Expiration Date, Shareholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares to any person (other than pursuant to the Merger) or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Shares and shall not commit or agree to take any of the foregoing actions. Shareholder shall not, nor shall Shareholder permit any entity under such Shareholder’s control to, deposit any Shares in a voting trust. This Section 2(b) shall not prohibit a Transfer of the Shares by Shareholder to any member of Shareholder’s immediate family, or to a trust for the benefit of Shareholder or any member of Shareholder’s immediate family, or upon the death of Shareholder, provided, that a Transfer referred to in this paragraph shall be permitted if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement. (c) Shareholder has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationarrangement, moratorium, and similar moratorium or other laws affecting or relating to the rights of creditors generally, or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law), in each case now or hereafter in effect; (b) such Shareholder has all necessary power . The execution and authority to execute and deliver delivery of this Agreement by Shareholder does not, and the performance of Shareholder’s obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to consummate others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the transactions contemplated hereby; (c) as creation of the date of this Agreementany lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or the direct Shares are or indirect beneficial owner of will be bound or affected. If Shareholder is married and the Securities set forth opposite such Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s name on Schedule I; (d) on the date hereofspouse, such Shareholder has, and such Shareholder will have at all times up to the termination of this Agreement, the sole power to vote his or her Securities, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) any of his or her Securities or any interests therein, or grant any option or other right enforceable in accordance with respect thereto, without the prior written consent of ProLogis; provided, however, such Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by the terms and conditions of this Agreementits terms.

Appears in 1 contract

Sources: Merger Agreement (RBB Bancorp)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, covenants to RBB Bancorp and agrees with, ProLogis thatRBB as follows: (a) Each Shareholder has full power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationarrangement, moratorium, and similar moratorium or other laws affecting or relating to the rights of creditors generally, or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by such Shareholder does not, and the performance of such Shareholder’s obligations hereunder will not, result in each case now any breach of or hereafter constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in effect;the creation of any lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or the Shares are or will be bound or affected. If Shareholder is married and the Shares constitute community property or if there otherwise is a need for spousal or other approval of this Agreement for it to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms. (b) such Shareholder has all necessary power Until the Expiration Date, each Shareholder, in the Shareholder’s capacity as a shareholder of TFC, will not (and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (c) as of the date of this Agreement, such Shareholder is the direct or indirect beneficial owner of the Securities set forth opposite will use such Shareholder’s name reasonable best efforts to cause its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by such Shareholder or TFC, not to): (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the business or properties or capital stock of TFC or the Bank, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate TFC or the Bank or otherwise distribute to the shareholders of TFC all or any substantial part of the business, properties or capital stock of TFC or the Bank (each, 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 TFC’s or the Bank’s business, properties or assets to any corporation, partnership, person or other entity or group (other than RBB Bancorp, RBB, or any affiliate, associate, agent or representative of RBB Bancorp or RBB) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect to any potential Acquisition Proposal; or (v) either alone or together with any other shareholder of TFC, request that a special meeting of the shareholders of TFC be held to consider and vote on Schedule I; (d) on any Acquisition Proposal. In the event any Shareholder, in such Shareholder’s capacity as a shareholder of TFC, shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, such Shareholder hasshall promptly inform RBB as to any such matter and the details thereof to the extent possible without breaching any other agreement to which such Shareholder is a party. (c) Each Shareholder understands and agrees that if any Shareholder attempts to vote or provide any other person with the authority to vote any of the Shares held by such Shareholder as of the record date for any meeting at which such Shares are to be voted other than in compliance with this Agreement, TFC shall not, and such Shareholder will have at all times up hereby unconditionally and irrevocably instructs TFC to the termination of this Agreementnot, the sole power to record such vote his or her Securities, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) any of his or her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of ProLogis; provided, however, unless and until such Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by have complied with the terms and conditions of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (RBB Bancorp)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, and agrees with, ProLogis thatcovenants to FCAL as follows: (a) Each Shareholder has full power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationarrangement, moratorium, and similar moratorium or other laws affecting or relating to the rights of creditors generally, or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by such Shareholder does not, and the performance of such Shareholder’s obligations hereunder will not, result in each case now any breach of or hereafter constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in effect;the creation of any lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or the Shares are or will be bound or affected. If Shareholder is married and the Shares constitute community property or if there otherwise is a need for spousal or other approval of this Agreement for it to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms. (b) such Shareholder has all necessary power Until the Expiration Date, each Shareholder, in the Shareholder’s capacity as a shareholder of PSBK, will not (and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (c) as of the date of this Agreement, such Shareholder is the direct or indirect beneficial owner of the Securities set forth opposite will use such Shareholder’s name reasonable best efforts to cause its affiliates, officers, directors and employees and any investment banker, attorney, accountant or other agent retained by such Shareholder or PSBK, not to): (i) initiate or solicit, directly or indirectly, any proposal, plan or offer to acquire all or any material part of the business or properties or capital stock of PSBK, whether by merger, purchase of assets, tender offer or otherwise, or to liquidate PSBK or otherwise distribute to the shareholders of PSBK all or any substantial part of the business, properties or capital stock of PSBK (each, 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 PSBK’s business, properties or assets to any corporation, partnership, person or other entity or group (other than FCAL, or any affiliate, associate, agent or representative of FCAL) under any circumstances that could reasonably be expected to relate to an actual or potential Acquisition Proposal; (iv) negotiate or enter into discussions or an agreement, directly or indirectly, with any entity or group with respect to any potential Acquisition Proposal; or (v) either alone or together with any other shareholder of PSBK, request that a special meeting of the shareholders of PSBK be held to consider and vote on Schedule I; (d) on any Acquisition Proposal. In the event any Shareholder, in such Shareholder’s capacity as a shareholder of PSBK, shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, such Shareholder has, shall promptly inform FCAL as to any such matter and the details thereof to the extent possible without breaching any other agreement to which such Shareholder will have at all times up to the termination of this Agreement, the sole power to vote his or her Securities, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) any of his or her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of ProLogis; provided, however, such Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to is a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by the terms and conditions of this Agreementparty.

Appears in 1 contract

Sources: Agreement and Plan of Merger (First California Financial Group, Inc.)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, covenants to PCB and agrees with, ProLogis thatNCB as follows: (a) Shareholder has full power, authority and legal capacity to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof may be limited by by: (i) the effect of bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationarrangement, moratorium, and similar moratorium or other laws affecting or relating to the rights of creditors generally; or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement by Shareholder does not, and the performance of Shareholder’s obligations hereunder will not, result in each case now any breach of or hereafter constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in effect;the creation of any lien or encumbrance on the Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or the Shares are or will be bound or affected. If Shareholder is married and the Shares constitute community property or if there otherwise is a need for spousal or other approval of this Agreement for it to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms, except as may be limited by: (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally; or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Until the Expiration Date, Shareholder, in his or her capacity as a shareholder of NCB, will not: (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any Acquisition Proposal; (ii) engage in, continue or otherwise participate in any discussions or negotiations concerning, or provide any non-public information or data to, any Person relating to, an Acquisition Proposal; (iii) otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; or (iv) either alone or together with any other shareholder of NCB, request that a special meeting of the shareholders of NCB be held to consider and vote on any Acquisition Proposal. In the event Shareholder, in his or her capacity as a shareholder of NCB, shall receive or become aware of any Acquisition Proposal subsequent to the date hereof, Shareholder shall promptly inform PCB and NCB as to such matter and the details thereof to the extent possible without breaching any other agreement to which Shareholder has all necessary power and authority to execute and deliver this Agreement and to consummate is a party as of the transactions contemplated hereby;date hereof. (c) Shareholder understands and agrees that if Shareholder attempts to vote or provide any other person with the authority to vote any of the Shares held by Shareholder as of the record date for any meeting at which the Shares are to be voted other than in compliance with this Agreement, Shareholder hereby unconditionally and irrevocably instructs NCB to not record such vote unless and until Shareholder shall have complied with the terms of this Agreement, such Shareholder is the direct or indirect beneficial owner of the Securities set forth opposite such Shareholder’s name on Schedule I;. (d) on Shareholder has carefully read this Agreement; that Shareholder executes this Agreement with full knowledge of the date hereof, such Shareholder has, and such Shareholder will have at all times up to the termination contents of this Agreement, the sole power to vote his or her Securitieslegal consequences thereof, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) and any of his or her Securities or and all rights which any interests therein, or grant any option or other right party may have with respect thereto, without to the prior written consent other parties; that Shareholder has had the opportunity to receive independent legal advice with respect to the matters set forth in this Agreement and with respect to the rights and asserted rights arising out of ProLogissuch matters; provided, however, such and that Shareholder is entering into this Agreement of his/her own free will. Shareholder expressly agrees that there are no expectations contrary to this Agreement and no usage of trade or regular practice in the industry shall be permitted used to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by the terms and conditions of modify this Agreement.

Appears in 1 contract

Sources: Merger Agreement

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, covenants to RAC with respect to itself and agrees with, ProLogis thatits ownership of its Shares as follows: (a) Shareholder has full legal capacity to execute and deliver this Agreement and the Proxy and to consummate the transactions contemplated hereby. (b) Except as permitted by Section 2 of this Agreement, Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the Shares and will continue to be the beneficial owner of the Shares until the Expiration Date, and during such period the Shares will be free and clear of any liens, claims, options, charges or other encumbrances (except as permitted under Section 3 of this Agreement). (c) This Agreement has been duly executed and delivered by such Shareholder and Shareholder. (d) This Agreement constitutes a the valid and legally binding obligation agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as the enforcement thereof such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, moratorium and similar laws relating to or affecting creditors’ rights generally and generally, by general equitable principles equity principles, (regardless of whether such enforceability is considered in a proceeding in equity or at law), in each case now or hereafter in effect;. (be) The execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder will not, (i) conflict with or violate any law applicable to Shareholder or by which Shareholder or any of Shareholder’s properties is bound or affected; or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of Shareholder, including, without limitation, Shareholder’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or any of Shareholder’s assets is bound or affected. (f) Until the Expiration Date, Shareholder, solely in his capacity as such and not in his capacity as an officer or director of the Company, shall not (and will use Shareholder’s reasonable best efforts to cause the Company, its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it not to), directly or indirectly through another Person, (i) solicit, initiate or encourage any Company Acquisition Proposal, (ii) provide any information or data to any Person relating to or in connection with or in response to a Company Acquisition Proposal or an inquiry or indication of interest that could lead to a Company Acquisition Proposal, engage in any discussions or negotiations concerning a Company Acquisition Proposal, or otherwise take any action to facilitate any effort or attempt to make or implement a Company Acquisition Proposal, (iii) approve, recommend, agree to or accept, or propose publicly to approve, recommend, agree to or accept, any Company Acquisition Proposal, or (iv) approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Company Acquisition Proposal. In the event that Shareholder has all necessary power receives, solely in his capacity as a shareholder of the Company and authority not in his capacity as an officer or director of the Company, from any third party any offer or indication of interest (whether made in writing or otherwise) regarding any of the transactions referred to in the foregoing sentence, or any request for information about the Company with respect to any of the foregoing, Shareholder shall immediately advise RAC orally and in writing of any request for information or of any Company Acquisition Proposal and the material terms and conditions of such request or Company Acquisition Proposal, including the name of any Person making a Company Acquisition Proposal. Shareholder shall promptly (and in no event later than 24 hours after receipt of any Company Acquisition Proposal, any inquiry or indication of interest that could lead to a Company Acquisition Proposal or any request for information) advise RAC orally and in writing of any Company Acquisition Proposal, any inquiry or indication of interest that could lead to a Company Acquisition Proposal or any request for information relating to the Company or any of its Subsidiaries (including the identity of the Person making or submitting such Company Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person during the period prior to Expiration Date to Shareholder, solely in his capacity as a shareholder of the Company and not in his capacity as an officer or director of the Company. (g) Shareholder hereby waives any rights of appraisal or rights to dissent from the Merger. (h) Shareholder agrees to execute and deliver this Agreement any additional documents necessary, in the reasonable opinion of RAC, to carry out the purpose and to consummate the transactions contemplated hereby; (c) as of the date of this Agreement, such Shareholder is the direct or indirect beneficial owner of the Securities set forth opposite such Shareholder’s name on Schedule I; (d) on the date hereof, such Shareholder has, and such Shareholder will have at all times up to the termination of this Agreement, the sole power to vote his or her Securities, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) any of his or her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of ProLogis; provided, however, such Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by the terms and conditions intent of this Agreement. (i) Shareholder understands and acknowledges that RAC is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Shareholder.

Appears in 1 contract

Sources: Voting Agreement (Rent a Center Inc De)

Representations, Warranties and Covenants of Shareholder. Each -------------------------------------------------------- Shareholder represents hereby represents, warrants and warrants to, and agrees with, ProLogis thatcovenants to Parent as follows: (a) Such Shareholder has full power and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a the valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, terms except as the enforcement thereof may be limited by (i) the effect of bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationarrangement, moratorium, and similar moratorium or other laws affecting or relating to the rights of creditors generally, or affecting creditors’ rights generally (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general equitable principles (of equity, regardless of whether considered in a proceeding in equity or at law). To such Shareholder's knowledge, the execution and delivery of this Agreement by such Shareholder does not, and the performance of such Shareholder's obligations hereunder will not, result in each case now any breach of or hereafter constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in effect;the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or the Shares or New Shares are or will be bound or affected. (b) such Shareholder has all necessary power and authority to execute and deliver this Agreement and to consummate Until the transactions contemplated hereby; (c) as of the date of this AgreementExpiration Date, such Shareholder is the direct will not (and will use such Shareholder's reasonable efforts to cause Company, its affiliates, officers, directors and employees and any investment banker, attorney, accountant or indirect beneficial owner other agent retained by such Shareholder, Company or any of the Securities set forth opposite same, not to, except to the extent otherwise permitted under Section 6.04 of the Share Exchange Agreement): (i) solicit, initiate or encourage (including by way of furnishing or disclosing nonpublic information) any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to any shareholders of the Company) that constitutes, or may reasonably be expected to lead to, any Company Competing Transaction; or (ii) knowingly encourage or otherwise enter into or maintain or continue discussions or negotiate with any Person with respect to such Shareholder’s name on Schedule I; (d) on inquiries or to obtain a Company Competing Transaction, or agree to or endorse any agreement, arrangement or understanding with respect to any Company Competing Transaction. In the event such Shareholder shall receive or become aware of any Company Competing Transaction subsequent to the date hereof, such Shareholder hasshall promptly inform Parent as to any such matter and the details thereof to the extent possible without breaching any other agreement to which such Shareholder is a party or violating its fiduciary duties. Notwithstanding the foregoing, the provisions of this Section 5(b) shall not be operative for any non-executive director of Company for so long as such director serves on Company's board of directors. (c) Such Shareholder understands and agrees that if such Shareholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Company shall not, and such Shareholder will have at all times up hereby unconditionally and irrevocably instructs Company to the termination of this Agreementnot, the sole power to vote his or her Securitiespermit any such transfer on its books and records, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) issue a new certificate representing any of his the Shares or her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of ProLogis; provided, however, record such vote unless and until Shareholder shall be permitted to Transfer those Securities beneficially owned by him or her to any trust, beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound by have complied with the terms and conditions of this Agreement.

Appears in 1 contract

Sources: Shareholder Agreement (Baxter International Inc)

Representations, Warranties and Covenants of Shareholder. Each Shareholder represents hereby represents, warrants and warrants to, covenants to each of ▇▇▇▇▇▇▇ and agrees with, ProLogis thatSponsor as of the date hereof and throughout the Term as follows: (a) Shareholder acknowledges that no person or entity has made or makes any representation or warranty to Shareholder in respect of ▇▇▇▇▇▇▇, the Sponsor, Reviva, the Subject Shares, the Additional Securities or the Transactions except as expressly set forth in in this Article IV. (b) Shareholder has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. The execution, delivery and performance by Shareholder of this Agreement are within the powers of Shareholder, have been duly authorized and will not constitute or result in a material breach or material default under or material conflict with any federal or state statute, rule or regulation applicable to Shareholder, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any material agreement or other material undertaking, to which Shareholder is a party or by which Shareholder is bound, and will not violate any provisions of Shareholder’s organizational documents. This Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes a legal, valid and legally binding obligation of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms, except as to the enforcement extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, reorganization and similar moratorium laws relating to or and other laws of general application affecting the enforcement of creditors’ rights generally and subject to general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect; (b) such Shareholder has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby;of equity. (c) Shareholder, directly or indirectly through its affiliates, owns the Shareholder Shares, free and clear of any liens (other than imposed by applicable securities laws, Tenzing’s organizational documents and this Agreement). There are no proxies, voting rights, shareholders’ agreements or other agreements or understandings, to which Shareholder or its affiliates is a party or bound with respect to the voting or transfer of any Ordinary Shares other than this Agreement. (d) Shareholder acknowledges that, in connection with the Conversion, the Ordinary Shares, including any Subject Shares acquired by Shareholder, will be converted into shares of Common Stock of the Delaware successor to ▇▇▇▇▇▇▇. (e) Shareholder acknowledges that the Additional Shares cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Shareholder understands that the Additional Shares (i) have not been (and upon their sale will not be) registered under the Securities Act or any state securities laws, (ii) have been offered and will be sold in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act, and (iii) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings. Pursuant to the foregoing, Shareholder acknowledges that until such time as the resale of the Additional Shares have been registered under the Securities Act or may otherwise may be sold pursuant to an exemption from registration, any certificates representing any Additional Shares acquired by Shareholder shall bear a customary restrictive legend (and a stop-transfer order may be placed against transfer of any certificates evidencing such Additional Shares) reflecting such limitations in form and substance reasonably acceptable to ▇▇▇▇▇▇▇. (f) Shareholder further represents and warrants that it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, or an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and Shareholder has executed the Investor Questionnaire attached hereto as Exhibit B (the “Questionnaire”) and shall provide to ▇▇▇▇▇▇▇ an updated Questionnaire for any change in circumstances at any time on or prior to the Closing. As of the date of this Agreement, such Shareholder is and its affiliates do not have, and during the direct or indirect beneficial owner of the Securities set forth opposite such Shareholder’s name on Schedule I; thirty (d30) on day period prior to the date hereof, such Shareholder has, and such Shareholder will have at all times up to the termination of this Agreement, Shareholder and its affiliates have not, in a seller, transferor or other similar capacity, entered into, any “put equivalent position” as such term is defined in Rule 16a-1 of the sole power Exchange Act or short sale positions with respect to vote his the securities of ▇▇▇▇▇▇▇. In addition, Shareholder shall comply with all applicable provisions of Regulation M promulgated under the Securities Act. (g) Shareholder and each of its affiliates holding Subject Shares is not (i) a person or her Securitiesentity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC, or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Shareholder agrees to, and to cause its affiliates to, provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Shareholder or its affiliates, as applicable; and (e) such Shareholder will not sell, transfer, hypothecate, pledge, encumber or otherwise dispose of (“Transfer”) any of his or her Securities or any interests therein, or grant any option or other right with respect thereto, without the prior written consent of ProLogis; provided, however, such Shareholder shall be is permitted to Transfer those Securities beneficially owned by him do so under applicable law. If Shareholder or her its affiliates holding Subject Shares is a financial institution subject to any trustthe Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), beneficiary, administrator, custodian, members of his or her immediate family or otherwise for tax or estate planning purposes or to a charitable foundation, provided that such transferee enters into a written agreement in favor of ProLogis agreeing to be bound as amended by the terms USA PATRIOT Act of 2001, and conditions its implementing regulations (collectively, the “BSA/Patriot Act”), Shareholder and such affiliates, as applicable, maintain policies and procedures reasonably designed to comply with applicable obligations under the BSA/Patriot Act. To the extent required, Shareholder and each of this Agreementits affiliates holding Subject Shares maintains policies and procedures reasonably designed (i) for the screening of its investors against the OFAC sanctions programs and (ii) to ensure that the funds held by Shareholder and/or its designated purchasing affiliates and used to purchase the Subject Shares were legally derived.

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Sources: Non Redeemtion Agreement (Reviva Pharmaceuticals Holdings, Inc.)