Stockholder Covenants. Each Holder hereby covenants and agrees that:
Stockholder Covenants. Each of the Stockholders hereby covenants and agrees with Terra REIT as follows:
Stockholder Covenants. 12 Section 7.
Stockholder Covenants. (a) Until the termination of this Agreement in accordance with Section 4, Stockholder, in its capacity as a stockholder of the Company, agrees that, at the Clearwire Stockholder Meeting or at any adjournment, postponement or continuation of the Clearwire Stockholder Meeting or in any other circumstances occurring before the Clearwire Stockholder Meeting upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Transaction Agreement or any Acquisition Proposal is sought, Stockholder will vote in favor of the approval of the Merger and the approval and adoption of the Transaction Agreement and, except with the written consent (which may be withheld by each in its sole discretion) of Sprint, the Company and four of the five Investors, against any Acquisition Proposal a number of Subject Shares representing not less than 40% of the total voting power of all Clearwire Capital Stock outstanding as of the date of this Agreement (on a non-fully diluted basis) that is entitled to vote on that matter (the “Voting Share Amount”); provided, however, that the Voting Share Amount shall be automatically reduced from 40% to 25% of such total voting power if the Transaction Agreement is terminated but this Agreement remains in effect pursuant to Section 4(i)(C) below.
Stockholder Covenants. (a) Each Stockholder agrees that it will not make known, disclose, furnish, make available or utilize any of the Corporation's confidential information, other than as required by law; provided that, prior to disclosing any of the confidential information required by law, such Stockholder will promptly notify the Corporation so that the Corporation may seek a protective order or other appropriate remedy. Confidential information does not include any information available to or already in the hands of the public, any information disclosed to such Stockholder by a third party who is not under a duty of confidentiality with respect to such information, or any information independently developed by such Stockholder without the use of confidential information of the Corporation.
Stockholder Covenants. Each Stockholder (a) will deliver a duly executed copy of the Amended and Restated Registration Rights Agreement, substantially simultaneously with the Closing, (b) acknowledges and agrees with Section 7.9 of the Merger Agreement, and (c) will not take any action, or assist any Person in taking any action, to change the composition of the board of directors of NewCo in effect immediately following the Closing prior to the annual meeting of NewCo’s stockholders held in calendar year 2021; provided, that for the avoidance of doubt, the foregoing clause (c) shall not prevent any Stockholder from Transferring any shares of capital stock of NewCo following the Closing, subject to the terms and conditions of the Lock-Up Agreement.
Stockholder Covenants. (a) Until the termination of this Agreement in accordance with Section 4, each Stockholder, in its capacity as a stockholder of the Company, agrees that, at the Clearwire Stockholder Meeting or at any adjournment, postponement or continuation of the Clearwire Stockholder Meeting or in connection with any written consent or other vote of the Company’s stockholders with respect to the Transactions is sought, each Stockholder will vote in favor of the approval of the Transactions a number of its Subject Shares owned as of the record date with respect to such Clearwire Stockholder Meeting (or the date that any written consent is executed by Stockholder) (the “Record Date”) representing the Allocated Percentage (as defined below) of the total voting power as of the Record Date of all of its Subject Shares owned as of the Record Date; provided that each Stockholder shall be obligated under this Agreement to vote its Subject Shares owned as of the Record Date in favor of or otherwise consent to or approve the Transactions only if in connection with such Clearwire Stockholder Meeting or written consent, an Independent Majority (as defined below) has voted in favor of or consented to or approved the Transactions; and provided, further, that each Stockholder shall be obligated under this Agreement to vote its Subject Shares against or otherwise refrain from consenting to or approving of the Transactions only if in connection with such Clearwire Stockholder Meeting or written consent, an Independent Majority (as defined below) has voted against or has not consented to or has not approved the Transactions.
Stockholder Covenants. Until the termination of this Stockholders Agreement in accordance with Section 8(b), each Stockholder hereby severally, but not jointly, as to itself only, agrees as follows:
Stockholder Covenants. Insofar as the Stockholders control the ---------------------- Seller, any covenant contained herein requiring action on the part of the Seller shall require the Stockholders to cause Seller to take such action.
Stockholder Covenants. The Stockholder hereby agrees that during the period commencing on the Effective Date and ending on the date which is the later of five (5) years after the Effective Date or two (2) years after termination of Stockholder's employment with the Company and its subsidiaries for any reason, he will not, without the express written consent of the Company, directly or indirectly (through any Seller or any other subsidiary, affiliate or controlled entity of the Stockholder) (collectively, the "Seller Entities," and individually, a "Seller Entity"), and will cause each Seller Entity not to, anywhere in the states of New York, New Jersey, California, Connecticut, Florida and Oklahoma, or any other state in the United States or in Canada: (i) engage in any activity which is competitive with any of the business, activities, products or services conducted or offered by any of the Company, any direct or indirect subsidiary of the Company or Holdings or any other direct or indirect subsidiary of Holdings (collectively, the "Company Entities," and individually, the "Company Entity"), which business, activities, products and services shall include, in any event and without limitation, the Company Business (any such activity, a "Competitive Activity"), or (ii) participate or invest in, provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity) any business, organization or person other than the Company, Holdings, or any of their respective direct or indirect subsidiaries, whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered by any Company Entity, which business, activities, products and services shall include, in any event and without limitation, the Company Business. Without implied limitation, the forgoing covenant shall prohibit Stockholder from (A) hiring or engaging or attempting to hire or engage for or on behalf of the Stockholder, any Seller Entity or any such competitor, any officer or employee of any Company Entity, or any former officer or employee of any Company Entity or any Seller Entity who was employed by any Company Entity or any Seller Entity at any time within the eighteen (18) month period prior to the date of such hiring or engaging or attempt to hire or engage (provided, that during the last six (6) months of such...
