Covenant of the Selling Shareholder. The Selling Shareholder covenants with each Underwriter to deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed IRS Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.
Covenant of the Selling Shareholder. From the Effective Date until the earlier of the termination of this Agreement pursuant to Section 10 or the third anniversary of the Effective Date, the Selling Shareholder shall not sell any Registered Shares except pursuant to this Agreement.
Covenant of the Selling Shareholder. (A) The Selling Shareholder authorizes the Company to (i) cancel 300,000 Shares of Class A Common Stock options exercisable by the Selling Shareholder and (ii) issue and deliver to the Representatives certificates for such same number of Securities in the manner described in Section 2(c) and (d) hereof.
Covenant of the Selling Shareholder. The Selling Shareholder hereby agrees that, without the prior written consent of Xxxxxxx Xxxxx, it will not, during the period ending 30 days after the date of the Fixed Price Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any (A) Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or (B) any Ordinary Shares, $0.0001 par value per share or Non-Voting Ordinary Shares, $0.0001 par value per share of New SAC (collectively, the “Share Capital”) or any securities convertible into or exercisable or exchangeable for Share Capital or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares or Share Capital, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares, Share Capital or other securities, in cash or otherwise. The restrictions contained in the preceding paragraph shall not apply to the following transactions:
Covenant of the Selling Shareholder. (a) The Selling Shareholder covenants with the Underwriter to deliver to the Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed IRS Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. The Selling Shareholder hereby waives any pre-emptive rights it has with respect to the offering of the Primary Shares pursuant to that certain Shareholder Agreement, dated November 20, 2014, by and among the Company, Riverbank Insurance Center, Inc., CBS, LLC, the Selling Shareholder and Xxxx X. Xxxxxxxx (the “Shareholder Agreement”).
Covenant of the Selling Shareholder. The Selling Shareholder agrees to advise the Representatives promptly of the happening of any event with respect to the Selling Shareholder within the time during which a prospectus relating to the Shares is required to be delivered under the 1933 Act that is known to the Selling Shareholder, which, to the knowledge of the Selling Shareholder after consultation with counsel, would require the making of any change in the Prospectus then being used, or in the information incorporated by reference, so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.
