SHAREHOLDERS' COVENANTS Clause Samples

SHAREHOLDERS' COVENANTS. Each Shareholder hereby covenants to Parent and Merger Sub as follows:

SHAREHOLDERS' COVENANTS. Shareholder covenants and agrees that: (a) Shareholder shall not, directly or indirectly, within the Territory during the Restricted Period, promote, operate, manage or conduct any bingo game or related gaming business permitted under the terms and conditions of any bingo license issued by the State of South Carolina or under any other state or federal law or authority, or operate any video game machine or other gaming machine or device (such games and game machines being referred to herein as "Games"). (b) Further, Shareholder shall not, directly or indirectly, within the Territory during the Restricted Period, solicit or sell for, own, or acquire any interest in, either directly or indirectly, any corporation, partnership, limited partnership, or other entity, or become engaged by, act as landlord to, or as agent or consultant for, do business with, manage, operate, control, be employed by, participate in, or be connected, in any manner with, or in any manner assist, any other person, corporation, partnership or other entity engaged in the business of promoting, operating, managing or conducting Games.

SHAREHOLDERS' COVENANTS. 4.1. Each of the Shareholders hereby covenants and agrees that it shall vote and cause its representatives in the Board of Directors to vote in order to accomplish and give effect to the terms and conditions of this Agreement and that it shall otherwise act in accordance with the provisions of this Agreement.

SHAREHOLDERS' COVENANTS. Until the earlier of (i) Nasdaq's confirmation to Parent that the conversion into shares of Parent Common Stock of the shares of Parent Preferred Stock issued as Merger Consideration pursuant to this Agreement does not require further shareholder approval by the holders of Parent Common Stock under the Nasdaq Marketplace Rules or (ii) the holders of Parent Common Stock giving their shareholder approval of the conversion into shares of Parent Common Stock of the shares of Parent Preferred Stock issued as Merger Consideration pursuant to this Agreement, no Shareholder shall sell, assign, pledge, hypothecate or otherwise transfer any of the Parent Preferred Stock issued as Merger Consideration pursuant to this Agreement, except that each Shareholder may make gifts not in violation of the federal securities laws or conduct other transfers expressly approved by Parent Board of the shares of Parent Preferred Stock issued as Merger Consideration pursuant to this Agreement (or shares of Parent Common Stock issued upon conversion of such shares of Parent Preferred Stock), provided that each donee or transferee executes and delivers to Parent an agreement in form and substance acceptable to Parent to the effect that the donee or transferee assumes all of the donor/transferor-Shareholder's agreements, obligations and liabilities under this Agreement with respect to the shares so gifted or

SHAREHOLDERS' COVENANTS. Shareholders, jointly and severally, agree that from the execution hereof and on or prior to the Closing:

SHAREHOLDERS' COVENANTS. To the extent that the transactions contemplated herein shall require the consent of the other party to any BAC contract, license, lease, agreement or commitment (including the Facility lease) or the consent of any other Person, the Shareholders agree to take, and to cause BAC to take, all reasonable actions as are necessary to obtain all such consents prior to the Closing Date. If any such consent is not obtained, the Shareholders agree to continue such efforts after the Closing Date and until such consent is obtained and to cooperate with CAIS, the Company and BAC in any reasonable arrangement (such as subcontracting, sublicensing or subleasing) designed to provide for the Surviving Corporation all of the benefits of BAC under such contract, license, lease, agreement or commitment, as the case may be (including enforcement at the cost to, and for the benefit of, the Surviving Corporation and any and all rights of BAC or the Shareholders arising out of the breach or cancellation of such contract, license, lease, agreement or commitment).

SHAREHOLDERS' COVENANTS. The Existing Shareholders severally undertake to the Investor that at any time whilst the Investor remains registered as the holder of any of the Investor Shares they will procure that any director nominated by them to the Board of the Company will exercise his vote at Board meetings, and that they will exercise the votes attaching to their Shares, in a manner calculated to ensure that all Group Companies comply with the terms of this agreement.

SHAREHOLDERS' COVENANTS. The Shareholders, jointly and severally, hereby covenant with GVBT and promises as follows: (a) To maintain the books, records, accounting and financial statements of Lutu International and all operations related to its mining operations, in accordance with applicable accounting principles and practices. (b) To maintain all of the legal requirements that permit Lutu International to continue its operations under all applicable laws and regulations of Cayman Islands. (c) Not to incur any debt by Lutu International in any event whatsoever, except with the prior written consent of the Board of Directors of GVBT.

SHAREHOLDERS' COVENANTS. Each Shareholder agrees and covenants that it will not, without the prior written consent of the other Shareholder: (a) confess any judgment against the Joint Venture Company; (b) enter into any agreement on behalf of, or otherwise purport to bind, the other Shareholder or the Joint Venture Company; (c) cause the Joint Venture Company to take any action in contravention of the Articles of Incorporation; (d) cause the Joint Venture Company to dispose of the goodwill or the business opportunities of the Joint Venture Company; or (e) cause the Joint Venture Company to assign or place its property in trust for creditors or on the assignee's promise to pay any indebtedness of the Joint Venture Company.