Covered Shares definition
Examples of Covered Shares in a sentence
The Stockholder hereby irrevocably appoints the Company, and any designee of the Company, as the Stockholder’s attorney-in-fact and proxy (the “Proxy”), with full power of substitution, to vote all Covered Shares beneficially owned by the Stockholder at any Shareholder Meeting, and in any action by written consent of the shareholders of the Company, in accordance with Section 2.2 of this Voting Agreement.
The Stockholder shall promptly notify the Company in writing of any additional shares of common stock of the Company acquired by the Stockholder after the date hereof, which shares shall automatically become Covered Shares subject to the terms and conditions of this Voting Agreement.
Upon the issuance of the Securities pursuant to the Purchase Agreement, the Stockholder will be the sole beneficial owner of the Covered Shares, free and clear of all Encumbrances (as defined in the Purchase Agreement), other than restrictions arising under applicable securities laws, the Lock-Up Period (as defined in the Purchase Agreement), the Lock-Up Agreement (as defined in the Purchase Agreement), and the terms of this Voting Agreement.
The Stockholder hereby revokes any and all prior proxies granted by the Stockholder with respect to the Covered Shares that are inconsistent with this Voting Agreement.
In the event that the Board does not make a recommendation with respect to any matter submitted to a vote of shareholders, the Stockholder shall vote (or cause to be voted) the Covered Shares in proportion to the votes cast by all other shares of the Company’s common stock that are present and voting on such matter (a “mirror vote”).