Investor Covenants. Investor covenants that neither it nor any person acting on its behalf or pursuant to any understanding with it will engage in any transactions in the securities of the Company (including short sales) prior to the time that the transactions contemplated by this Subscription Agreement are publicly disclosed.
Investor Covenants. The Investor hereby covenants and agrees to ------------------ use its best efforts to cooperate with the Company in all reasonable respects in connection with the preparation and filing of the Registration Statement in which such Registrable Securities are included or requested to be included.
Investor Covenants. Each Investor hereby covenants and agrees that:
Investor Covenants. For a period of six (6) months from the date hereof, Investor will not directly or through an affiliate engage in any open market Short Sales (as defined below) of the Common Stock; provided; however, that unless and until Company has affirmatively demonstrated by the use of specific evidence that Investor is engaging in open market Short Sales, Investor shall be assumed to be in compliance with the provisions of this Section and Company shall remain fully obligated to fulfill all of its obligations under the Transaction Documents; and provided, further, that (i) Company shall under no circumstances be entitled to request or demand that Investor either (A) provide trading or other records of Investor or of any party or (B) affirmatively demonstrate that Investor or any other party has not engaged in any such Short Sales in breach of these provisions as a condition to Company’s fulfillment of its obligations under any of the Transaction Documents, (ii) Company shall not assert Investor’s or any other party’s failure to demonstrate such absence of such Short Sales or provide any trading or other records of Investor or any other party as all or part of a defense to any breach of Company’s obligations under any of the Transaction Documents, and (iii) Company shall have no setoff right with respect to any such Short Sales. As used herein, “Short Sale” has the meaning provided in Rule 3b-3 under the 1934 Act.
Investor Covenants. The Investor hereby covenants and agrees as follows for the period from the date hereof through and including the Termination Date:
Investor Covenants. Until the earlier of the Closing or the Option Termination Date, unless Brookdale otherwise consents in writing, the Investor:
Investor Covenants. The representations and warranties of the Company set forth in Section 2 hereof shall be reaffirmed and in full force and effect as of the date of the Closing, and the representations and warranties of each applicable Investor in Section 3 hereof shall be reaffirmed and in full force and effect as of the date of the Closing. At the Closing, the Company shall deliver to each Investor the original Note that such Investor purchases at the Closing upon confirmation of receipt of payment of the Purchase Price therefor, which Purchase Price shall equal the principal amount of the Note purchased, and shall be paid in cash by wire transfer to the Company, pursuant to the instructions attached hereto as Exhibit “B”. Any Notes sold pursuant to this Section 1 shall be deemed to be “Notes” for all purposes under this Agreement.
Investor Covenants. In connection with registration of the Shares, Investor shall have the following obligations:
Investor Covenants. Each Investor severally covenants to the ------------------ Company that in no event will it dispose of any of the Note or the Warrants or the Warrant Shares (other than in conjunction with an effective registration statement for such securities under the Act or other than to an affiliate of either Investor) unless and until such Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with an opinion of counsel reasonably satisfactory in form and substance to the Company to the effect that (x) such disposition will not require registration under the Act and (y) appropriate action necessary for compliance with the Act, and any other applicable securities laws of any jurisdiction has been taken.
Investor Covenants. In the event that any Shareholder, its principals, its affiliates, or any Shareholder designee(s) to the Board (a “Shareholder Party”) meet any of the disqualifying criteria described in Rule 506(d)(1)(i) through (viii) promulgated under the Securities Act (each a “Rule 506 Disqualification”) after the date hereof, such Shareholder shall notify the Company in writing of such Rule 506 Disqualification (including the material facts related thereto) as promptly as practicable, and in no event later than five (5) business days after such Shareholder’s discovery of such Rule 506 Disqualification. To the extent that the Board (excluding the director designated by such Shareholder, if applicable), with the advice of legal counsel, determines that such Rule 506 Disqualification may result in the Company’s ineligibility to rely on the exemption from registration provided by Rule 506 promulgated under the Securities Act, each Shareholder agrees to take any and all actions reasonably requested by the Company to restore such eligibility including, without limitation, and to the extent so requested, causing any Shareholder’s designee(s) to the Board to resign therefrom with such resulting vacancy being filled pursuant to the provisions of Section 4. At any time or from time to time after the date hereof, each Shareholder agrees to cooperate with the Company, and at the request of the Company, to execute and deliver any further instruments or documents and to take all such further action as the Company may reasonably request in order to evidence that no Shareholder Party is subject to a Rule 506 Disqualification such that the Company may be ineligible to rely on the exemption provided by Rule 506.
