Covenant of Stockholders Sample Clauses

Covenant of Stockholders. At the Closing, (i) each of Shalom, ------------------------ Eidelstein and Casty will execute and deliver the Stockholders Agreement, and (ii) and Casty will execute and deliver the Registration Rights Agreement. Each of such parties shall cause their Affiliates owning shares of Common Stock or Preferred Stock to also execute such agreements. Each of such parties also will enter into any necessary documents to consent to the transactions contemplated hereby.
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Covenant of Stockholders. Each Stockholder agrees and covenants that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1(j), such Stockholder will forthwith discontinue disposition of Registrable Common Stock pursuant to the registration statement covering such Registrable Common Stock until such Stockholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.1(j), and, if so directed by the Company, such Stockholder will deliver to the Company all copies, other than permanent file copies, then in such Stockholder's possession of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.
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Covenant of Stockholders. Purchaser agrees and covenants that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 7.1(k) above, Purchaser will forthwith discontinue disposition of Registerable Securities pursuant to the registration statement covering such Registerable Securities until Purchaser receives copies of the supplemented or amended prospectus contemplated by Section 7.1(k) above, and, if so directed by the Company, Purchaser will deliver to the Company all copies, other than permanent file copies, then in Purchaser's possession of the most recent prospectus covering such Registerable Securities at the time of receipt of such notice.
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Covenant of Stockholders. Each of ITI, Shalom, Eidelstein and Casty hereby agrees to execute and deliver the Stockholders Agreement and each of ITI and Casty will execute and deliver the Registration Rights Agreement at the Closing.
Sample 1
Covenant of Stockholders. Each Stockholder agrees and covenants that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1(i), such Stockholder will forthwith discontinue disposition of Registrable Common Stock pursuant to the registration statement covering such Registrable Common Stock until such
Sample 1
Covenant of Stockholders. 32 9.1 Spinoff of Starcom Entertainment, Inc. . . . . . . . . . . . 32 9.2 Tax Indemnity. . . . . . . . . . . . . . . . . . . . . . . . 32 9.3
Sample 1
Covenant of Stockholders. Purchaser and the Original Partners agree ------------------------ and covenant that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.1(k) above, Purchaser and the Original Partners will forthwith discontinue disposition of Registerable Securities pursuant to the registration statement covering such Registerable Securities until Purchaser and the Original Partners receive copies of the supplemented or amended prospectus contemplated by Section 6.1(k) above, and, if so directed by the Company, Purchaser and the Original Partners will deliver to the Company all copies, other than permanent file copies, then in Purchaser's and the Original Partners' possession of the most recent prospectus covering such Registerable Securities at the time of receipt of such notice.
Sample 1
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Related to Covenant of Stockholders

  • Covenants of Stockholders Each Stockholder hereby covenants and agrees that:

  • Covenants of Stockholder Stockholder hereby covenants and agrees that:

  • Consent of Stockholders in Lieu of Meeting Unless otherwise provided in the certificate of incorporation or by law, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to (i) its registered office in the State of Delaware by hand or by certified mail or registered mail, return receipt requested, (ii) its principal place of business, or (iii) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by these bylaws, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to (i) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (ii) its principal place of business, or (iii) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 1.10.

  • List of Stockholders The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list shall be open to examination of any stockholder during the time of the meeting as provided by law.

  • Certain Covenants of Stockholder 7.1 Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly:

  • Rights of Stockholders No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Rights of Stockholder Except as otherwise provided in Section 2 and this Section 3, during the Vesting Period and after the certificates for the Restricted Shares have been issued, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote and the right to receive dividends, with respect to the Restricted Shares subject to this Agreement. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be paid to the Recipient when earned and payable.

  • Covenants of the Stockholders Each of the Stockholders, severally and not jointly, agrees as follows:

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

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