Acquiror Covenants. During the time period from the Agreement Date until the earlier to occur of (a) the Effective Time of the First Merger or (b) the termination of this Agreement in accordance with the provisions of Article 11, Acquiror covenants and agrees with the Company as follows:
Acquiror Covenants. During the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article 9, Acquiror covenants and agrees with the Company as follows:
Acquiror Covenants. Acquiror and Xxxxxx Sub shall have performed and complied in all material respects with each of their covenants and obligations under this Agreement required to be performed and complied with by them prior to the Closing.
Acquiror Covenants. Acquiror shall have performed and complied in all material respects with all covenants and obligations under this Agreement and the Related Agreements to which they are a party required to be performed and complied with by them prior to the Closing.
Acquiror Covenants. 37 6.1 Regulatory and Other Approvals........................................ 37 6.2 Fulfillment of Conditions............................................. 37 6.3 Sale of Purchaser Stock............................................... 37
Acquiror Covenants. Acquiror covenants and agrees that, at all times from and after the date hereof until the Closing (or as otherwise provided in this Section 6), Acquiror will comply with all covenants and provisions of this Section 6, except to the extent Target may otherwise consent in writing.
Acquiror Covenants. 25 7.1 Confidentiality................................................................................25 7.2 Director.......................................................................................25 7.3 Officers and Directors Insurance Coverage......................................................25 7.4 Stock Ownership After Merger...................................................................25 7.5 Approvals......................................................................................28 7.6 Public Announcements...........................................................................28 7.7 Federal Tax Cooperation........................................................................28 7.8
Acquiror Covenants. With respect to the covenants set forth in Sections 7.1, 7.2, 7.3, and 7.7, during the time period from the Agreement Date until the earlier to occur of (a) the Closing or (b) the termination of this Agreement in accordance with the provisions of Article 11 and with respect to the covenants set forth in Sections 7.3, 7.4, 7.5, 7.6, 7.7 and 7.8 from and after the Closing, Acquiror covenants and agrees with the Companies and Seller as follows:
Acquiror Covenants. During the period from the date of this Agreement and continuing until the Effective Time, Acquiror agrees as to itself and its Subsidiaries that, except as expressly contemplated or permitted by this Agreement or to the extent that the Company shall otherwise consent in writing:
(a) Acquiror and its Subsidiaries shall carry on their respective businesses in the ordinary and usual course; provided, that nothing herein shall limit or restrict the ability of Acquiror and its Subsidiaries to conduct acquisitions or dispositions of businesses or assets, to enter into joint venture or partnership arrangements, to construct and operate pipelines and processing plants, or to conduct similar activities, in each case within the industry in which Acquiror and its Subsidiaries currently operate.
Acquiror Covenants. (a) From the Closing Date until at least six months after the fifth anniversary of the Closing Date, Acquiror agrees that Acquiror shall maintain (or cause the Company to maintain) books and records that will enable Acquiror and Member to calculate the number of Qualifying New Contracts Placed in Service from time to time, no more frequently than once per calendar quarter.
(b) Acquiror will, and will cause the Company and any other Subsidiaries that are engaged in marketing and installing PV Systems, to use its or their commercially reasonable best efforts to (a) maximize the number of Qualifying New Contracts that are Placed in Service during each of the First Earnout Period, the Second Earnout Period, the Third Earnout Period and the Fourth Earnout Period (up to the Maximum Earnout Target for each of those Yearly Earnout Periods) and to cause the Cumulative Earnout Target of Qualifying New Contracts to be Placed in Service during the Cumulative Earnout Period, and (b) enter into commitments for Microgrid Communities that will result in issuance of the Installments of Microgrid Commitment Consideration described in Sections 2.2(a) and 2.2(b).
(c) The Member hereby acknowledges and agrees that Acquiror shall have no obligation with respect to the satisfaction of the Minimum Earnout Targets, Maximum Earnout Targets or Microgrid Community commitments except as set forth in this Section 2.4.
