Additional Covenants of Company. The Company covenants and agrees with the Trustee, for the benefit of the Trustee and all the present and future holders of the Bonds and of the coupons, that the Company will pay the principal of, premium, if any, and interest on all Bonds issued or to be issued and secured by the Indenture, as well as all Bonds which may be hereafter issued in exchange or substitution therefor, and will perform and fulfill all of the terms, covenants and conditions of the Original Indenture, with respect to the additional Bonds to be issued under the Indenture.
Additional Covenants of Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as expressly contemplated by this Agreement or as set forth in Section 5.2 of the Company Disclosure Letter, Company shall not do, cause or permit any of the following, or allow, cause or permit any of the Company Subsidiaries to do, cause or permit any of the following, without the prior written consent of Parent, which consent shall not be unreasonably delayed or withheld:
Additional Covenants of Company. The Company covenants and agrees that:
(a) Each acceptance by it of an offer to purchase Notes, and each sale of Notes to a Purchaser pursuant to a Terms Agreement, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to the Agents or such Purchaser pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the Purchaser or the relevant Agent (or their respective representatives), as the case may be, of the Notes relating to such acceptance or sale, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and the Prospectus as amended and supplemented to each such time together with the applicable Disclosure Package).
(b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement), or the Company sells Notes to a Purchaser pursuant to a Terms Agreement (if so indicated in such Terms Agreement), or the Company files with, or mails for filing to, the Commission any document incorporated by reference in the Prospectus, the Company shall, absent the submission of a certificate as described below, be deemed to have represented to the Agents or such Purchaser, as the case may be, as of the date of such amendment or supplement or filing, as the case may be, to the effect that the statements contained in the certificate referred to in Section 5(e) hereof that was last furnished to the Agents are true and correct at the time of such amendment or supplement or filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such representation, the Company may submit to the Agents or such Purchaser, as the case may be, a certificate of the same tenor as the certificate referred to in said Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate, together with the applicable Disclosure Package.
(c) Each time that:
(i) the Company files with, or mails for filing to, the Commiss...
Additional Covenants of Company. Company covenants and agrees that:
(a) except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to:
(i) effect all necessary registrations, filings and submissions of information required by Governmental Entities from Company or any of its subsidiaries relating to the Arrangement;
(ii) obtain and maintain all third party waivers, consents and approvals listed in Schedule G hereto and any other third party waivers, consents and approvals required to be obtained by Company or a subsidiary in connection with the Arrangement from other parties to Contracts with Company or its subsidiaries; and
(iii) defend all lawsuits or other legal, regulatory or other proceedings against Company or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby.
(b) it shall:
(i) cause all Options to expire and be of no further force or effect immediately prior to the Effective Time by exercising the Board's discretion under Section 6.1 of the Stock Option Plan permitting it to accelerate the vesting and expiry of any and all outstanding Options to a time immediately prior to the Effective Time and taking any and all other actions as may be necessary to achieve the foregoing; and
(ii) cause all DSUs to vest, terminate and be paid-out immediately prior to the Effective Time. Without derogating from Company's foregoing obligations, with the consent of Acquiror, Company may implement procedures designed to facilitate the exercise of Options prior to the Effective Time including, with the consent of each holder of Options, terminating the Options held by any such holder in exchange for a cash payment equal to the in-the-money amount of such Options, based on the 5-day volume weighted average closing price of the Common Shares on the trading day immediately preceding the Election Deadline (which cash payment would be made on the Effective Date) and, in connection with any such termination, making the election described in subsection 110(1.1) of the Tax Act, complying in all respects with the requirements of that subsection and providing evidence of such election to such holders.
(c) Company shall use its commercially reasonable efforts to effect and shall cause its subsidiaries t...
Additional Covenants of Company. The Company further covenants and agrees with each Underwriter as follows:
Additional Covenants of Company. (a) Requirement of Fidelity Insurance and Errors and Omissions InsuranceCoverage. During the term of this Agreement the Company shall maintain a Fidelity Bond and Errors and Omissions Insurance Coverage in forms and amounts required to satisfy any applicable Agency requirements. The Company shall notify Provident Funding promptly in the event of changes to the insurance coverage it maintains and will provide copies of such policies upon request.
Additional Covenants of Company. (a) If at any time during the term of this Agreement, the Company shall decide to sell the airplane hangar owned by it on the date hereof, to the extent permitted to do so, the Company shall first offer such property for sale to the Executive and provide for the Executive's assumption of the Company's obligations under the ground lease relating thereto at such purchase price and on such terms as the Company shall deem reasonable under the circumstances. The Executive shall have fifteen (15) business days in which to exercise his purchase option and an additional thirty (30) days in which to consummate the purchase transaction should he elect to purchase such property. If the Executive fails or refuses to exercise his purchase option within the prescribed 15-day period, the Company may offer such property for sale to any third party at a price and on terms no more favorable to the prospective purchaser than those offered to the Executive.
(b) If at any time during the term of this Agreement, the Company shall decide not to exercise one or both of the purchase options that are included in the leases in existence on the date hereof covering the Company's Plants No. 4 (and the vacant land adjacent thereto) and 5, respectively (the "Purchase Options"), prior to the expiration of the Purchase Options, the Company shall permit the Executive to purchase such properties, subject to the leasehold interest in favor of the Company, pursuant to the terms and conditions of the Purchase Options as if the Company were exercising such Purchase Options.
Additional Covenants of Company. (c) Without the prior written consent of Assignee, which consent shall not be unreasonably withheld, the Company shall not: (i) ****** or,
(ii) Consent hereunder shall be provided or denied within ****** Days after notice and provision of such information as may be reasonably requested by the Assignee from the Company.
(d) Promptly after Company having Knowledge of any fact, circumstance or event with respect to any License Agreement or any In License which alone or together with other facts, circumstances or events could reasonably be expected (with or without the giving of notice or passage of time or both) to have a Material Adverse Effect, Company shall give a written notice to Assignee by confirmed email notifying Assignee of the relevant facts, circumstances or events, which notice shall depending on Company’s reasonable judgment of the materiality of and/or urgency of the situation either be promptly given within a matter of days or alternatively included in the next Quarterly Report, provided that in any situation where Company knows a press release or other public disclosure is to be made, Company shall use all reasonable efforts to provide such information to Assignee as early as possible but in no event later than simultaneously with such release or other public disclosure.
Additional Covenants of Company. The Company covenants and agrees with the Investor that the Company shall not issue any secured debt (excluding tangible equipment leased in the ordinary course of business and Permitted Liens, as defined in the Subordinated Security Agreement) or any other security (excluding Permitted Liens, as defined in the Subordinated Security Agreement) which in form or substance represent or are equal to or senior to the secured interests granted under the Subordinated Security Agreement without the approval of the Investor.
Additional Covenants of Company. The Company covenants and agrees with the Investors that the Company shall not issue any secured debt (excluding tangible equipment leased in the ordinary course of business and Permitted Liens, as defined in the Security Agreement) or any other security (excluding Permitted Liens, as defined in the Security Agreement) which in form or substance represent or are equal to or senior to the secured interests granted under the Security Agreement without the approval of holders of such Notes who hold in the aggregate seventy-five (75%) or more of such Notes (in terms of the aggregate dollar value of the principal of the Notes then issued under this Agreement); provided that nothing in this Section 6 shall require the Company to obtain such approval to issue additional Notes pursuant to Section 1(e) of this Agreement. [Signature Pages Follow] This Agreement has been duly executed as of the date and year first written above. EMAGIN CORPORATION By ------------------------- Name: Title: INVESTORS: RAINBOW GATE CORPORATION By ------------------------- Name: Title:
