Additional Covenants of the Purchaser Sample Clauses

Additional Covenants of the Purchaser. Purchaser agrees that by no later than the Closing Date, Purchaser will: 4.1 make all filings, give all notices, and transfer all accounts that Purchaser is required to make and give to close the transaction contemplated in this Agreement; 4.2 transfer the accounts that may need to be transferred to Seller; and 4.3 execute, and thereafter adhere to, the Rokk3r Flamingo Shareholders Agreement.
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Additional Covenants of the Purchaser. 5.1 To the extent not prohibited by law, for a period of 18 months from the Closing Date, with respect to all matters put before the Shareholders at each and every meeting of the Shareholders (including every adjournment or postponement thereof): (a) the Purchaser shall irrevocably and unconditionally vote its Common Shares of the Issuer in such manner as the Board specifies in the management proxy circular prepared, filed and delivered to the Shareholders in respect of each such meeting; and (b) to the extent that any such management proxy circular does not contain a recommendation in respect of any matters to be put before the Shareholders, or the Purchaser is otherwise in any way unclear as to the manner in which it is required to vote its Common Shares at the meeting to which such management proxy circular relates, the Purchaser shall, at least 10 business days before the date of the meeting at which the Common Shares are to be voted, solicit from the Issuer instructions as to the manner in which it is required to vote on such matters. 5.2 For so long as the Purchaser holds not less than 9.9% of the total issued and outstanding Common Shares of the Issuer (on an undiluted basis), the Purchaser shall give the Issuer prior written notice of its intention to sell more than two (2%) percent of the Issuer’s then issued and outstanding Common Shares in any 15 day period and, upon receipt of such notice, the Issuer shall have five business days to purchase or designate the purchasers of all or any part of such Common Shares, failing which the Purchaser may thereafter sell any remaining Common Shares for an additional 45 days, provided that this restriction shall not apply to the tender by the Purchaser of all or any part of its Common Shares under a third party take-over bid for the Issuer. 5.3 The Purchaser acknowledges and agrees that the Issuer could be irreparably harmed if any provisions of Sections 5.1 or 5.2 are not fulfilled or met by the Purchaser, and that any such harm may not be compensated reasonably or adequately in damages. The Purchaser further acknowledges and agrees that the Issuer shall be entitled to injunctive and other equitable relief to prevent or restrain breaches of such provisions or to enforce the terms and conditions thereof, by an action instituted in a court of competent jurisdiction in the Province of British Columbia, which remedy or remedies are in addition to any other remedy to which the Issuer may be entitled at law or in ...
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Additional Covenants of the Purchaser. The Purchaser covenants to and agrees with the Vendors that upon release of any of the funds deposited by the Vendors with the Bureau of Land Management, the United States Department of Interior and the U.S. Forest Service of the U.S. Department of Agriculture in the aggregate amount of $39,844 in respect of reclamation bonding requirements, as more particularly set forth in Schedule M hereto, the Purchaser shall pay to the Vendors all of the amounts so received.
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Additional Covenants of the Purchaser. The Purchaser covenants and agrees that at all times prior to the Closing and thereafter, the Purchaser will hold, and will use its best efforts to cause its Representatives to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws of Governmental or Regulatory Authorities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby of Governmental or Regulatory Authorities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning trade secrets of the Company and its Subsidiary furnished to it by the Company or its Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (A) previously known by the Purchaser or its Representatives, (B) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Purchaser and its Representatives or (C) later acquired by the Purchaser or its Representatives from another source, provided that such source is under no obligation to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company, the Purchaser will, and will cause its Representatives to, promptly (and in no event later than five (5) days after such request) redeliver or cause to be redelivered all copies of such documents and information furnished by the Company or its Representatives to the Purchaser and its Representatives in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings rlated thereto or based thereon prepared by the Purchaser or its Representatives.
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Additional Covenants of the Purchaser. (a) The Purchaser will not, without the prior written consent of the Agent, sell, transfer, exchange, release, abandon or otherwise dispose of, absolutely or by way of security, any of its right, title or interest in and to any of the Collateral. (b) The Purchaser will promptly deliver to the Agent copies of all notices or other communications received by it in respect of the Collateral. (c) The Purchaser shall ensure that at all times the Collateral represents 100% of the issued and outstanding shares, options and warrants in the capital of Nugale, Prime and Prime NJ. (d) The Purchaser shall not amend the articles or by-laws of Nugale, Prime or Prime NJ without the prior written consent of the Agent. (e) The Purchaser will not grant any security interest in its assets or, at any time, permit the filing of any financing statement against the assets of the Purchaser in any jurisdiction, or perfection by registration of any secured creditor over the assets of the Purchaser, unless prior to such grant, registration, or perfection, the Purchaser has provided the Agent with an agreement executed by such prospective secured creditor agreeing that the Agent may accept the Collateral in satisfaction of the Obligations, without any objection from such prospective secured creditor in the event that the Agent exercises its remedies pursuant to this Agreement.
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Additional Covenants of the Purchaser. Purchaser acknowledges and agrees to the following: (a) Included as part of the obligations assumed by Purchaser in this transaction, Purchaser shall be responsible for any and all outstanding amounts due and other obligations of Outback; (b) It will hold the Seller harmless from any and all outstanding liabilities of Outback; (c) It will give a complete and unconditional Release of the Seller from any employee liabilities, severance and contingent issues related to the operations as at the date of closing.
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Additional Covenants of the Purchaser. 50- 7.1 RESALE CERTIFICATE ................................................. -50- 7.2 RECORDS RELATING TO COST REPORTS ................................... -50- 7.3 BOOKS AND RECORDS OF THE SELLERS ................................... -50- 7.4 NO INCONSISTENT ACTION ............................................. -51- 7.5 ACKNOWLEDGMENTS REGARDING CERTAIN PHYSICIAN CONTRACTS .............. -51- 7.6 RENEGOTIATION OF ASSUMED CONTRACTS AFTER CLOSING ................... -51-
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Additional Covenants of the Purchaser. (a) Except as otherwise provided in this Agreement or unless specifically requested or agreed to by the Seller, including pursuant to Section 6.14, or required by applicable Law, each of the Purchaser and each Purchaser Designee agrees that it shall not, and it shall cause its Affiliates not to, contact, or independently engage in any discussions or negotiations with, any Governmental Authority regarding the Petrolia Response Actions or the Environmental Condition at issue therein; provided, however, this Section 6.13(a) shall in no way affect the Purchaser's and any applicable Purchaser Designee's right or ability to engage in communications with respect to ongoing permitting and compliance issues that are not otherwise within the scope of the Petrolia Response Actions. From and after the Closing Date, each of the Purchaser and each Purchaser Designee shall (and shall cause its Affiliates to) notify the Seller promptly upon receipt by any of them of any request for information issued by any Governmental Authority relating to site conditions at the Petrolia Facility or to compliance with Environmental Law in the conduct of the operations of the Business at the Petrolia Facility prior to the Closing Date. (b) The Purchaser and any applicable Purchaser Designee shall cooperate with the Seller in order to facilitate the imposition of such reasonable deed restrictions or other similar land use restrictions on the Petrolia Facility as required by PADEP or as consistent with Environmental Laws and the Commercially Reasonable standard defined in Section 12.9(e)(i), which deed restrictions shall run with the land and be binding upon subsequent owners and users. (c) If the currently contemplated installation of a water line to the Petrolia Facility has not been completed by the Closing, the Purchaser and any applicable Purchaser Designee shall, following the Closing, (i) provide reasonable access to the Petrolia Facility as necessary in order to permit the installation and maintenance of the water line during normal business hours, upon reasonable notice and without unreasonable interference to the Purchaser's (or the Purchaser Designee's) business operations and (ii) record the related easement with the applicable Governmental Authority. At the Seller's option and upon written notice to the Purchaser, the Seller shall be entitled to record such easement with the applicable Governmental Authority following the Closing.
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Additional Covenants of the Purchaser 
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Related to Additional Covenants of the Purchaser

  • Additional Covenants of the Parties 5.1 Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, but in any event within forty (40) Business Days following the date of this Agreement (to the extent practicable), Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus in preliminary form and Parent shall prepare (with the cooperation of the Company) and file with the SEC the Form S-4, in which the Joint Proxy Statement/Prospectus will be included as a prospectus, and each of the Company and Parent shall cooperate with each other and use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto; provided, that consistent with the foregoing, Parent and the Company shall use their good faith efforts to make the initial filing of the Form S-4 within thirty (30) Business Days following the date of this Agreement, it being understood and agreed that the failure to make such filing within such thirty (30) Business Day period shall not be deemed to be a breach of this Agreement for any purpose. Each of the Company and Parent shall cooperate with each other and use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company and Parent shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders and the Parent’s stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Plans and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Plans as may be reasonably requested in connection with any such action. The Parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such Party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S-4 or the Merger. Each Party shall give each other Party an opportunity to participate in any discussions or meetings such Party has with the SEC in connection with the Joint Proxy Statement/Prospectus, the Form S-4 or the Merger. Notwithstanding the foregoing, before filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and the Company (i) shall provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other (such approval not to be unreasonably withheld, conditioned or delayed). Each of Parent and the Company shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Parent Common Stock included in the Merger Consideration for offering or sale in any jurisdiction, and each of Parent and the Company shall use all reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Parent and the Company shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the share issuance. (b) If before the First Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement/Prospectus or the Form S-4, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement/Prospectus and Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (c) If before the First Effective Time, any event occurs with respect to Parent or any Subsidiary of Parent, or change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement/Prospectus or the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (d) The Company shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, postponement or other delay thereof, the “Company Stockholders Meeting”) for the purpose of, among other things, seeking the Company Stockholder Approval. The Company shall use reasonable best efforts to: (x) cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act; (y) solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement and approval of the Merger; and (z) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to obtain such approval. (e) Parent shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, postponement or other delay thereof, the “Parent Stockholders Meeting”) for the purpose of, among other things, seeking from the holders of Parent Capital Stock proxies in favor of the approval of the issuance of the Parent Common Stock pursuant to the terms of the Merger. Parent shall use reasonable best efforts to: (x) cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act; (y) solicit from the holders of Parent Capital Stock proxies in favor of the issuance of the Parent Common Stock pursuant to the terms of the Merger; and (z) take all other actions necessary or advisable to secure the vote or consent of the holders of Parent Capital Stock required by applicable Law to obtain such approval. (f) Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Company Stockholders Meeting if (i) there are holders of insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholders Meeting to constitute a quorum at the Company Stockholders Meeting; (ii) the Company is required to postpone or adjourn the Company Stockholders Meeting by applicable Law, order or a request from the SEC; or (iii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Company Stockholders Meeting (including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of the Company sufficient time to evaluate any information or disclosure that the Company has sent to the stockholders of the Company or otherwise made available to the stockholders of the Company by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of this Agreement. (g) Notwithstanding anything to the contrary in this Agreement, Parent will be permitted to postpone or adjourn the Parent Stockholders Meeting if (i) there are holders of insufficient shares of the Parent Common Stock present or represented by proxy at the Parent Stockholders Meeting to constitute a quorum at the Parent Stockholders Meeting; (ii) Parent is required to postpone or adjourn the Parent Stockholders Meeting by applicable Law, order or a request from the SEC; or (iii) the Parent Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Parent Stockholders Meeting (including, if the Parent Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of Parent sufficient time to evaluate any information or disclosure that Parent has sent to the stockholders of Parent or otherwise made available to the stockholders of Parent by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of this Agreement.

  • Additional Covenants of the Company The Company further covenants and agrees with each Underwriter as follows:

  • Additional Covenants of Tenant If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) business days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this ARTICLE 27, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an Event of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

  • ADDITIONAL COVENANTS OF THE STOCKHOLDERS Each Stockholder hereby covenants and agrees that until the termination of this Agreement:

  • Additional Covenants The Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

  • Additional Covenant In Section 4 add a new paragraph as follows:

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • FINANCIAL COVENANTS OF THE BORROWER The Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or the Agent has any obligation to issue, extend or renew any Letters of Credit:

  • Additional Covenants and Agreements (a) Each party shall comply with all provisions of federal and state laws applicable to its respective activities under this Agreement. All obligations of each party under this Agreement are subject to compliance with applicable federal and state laws. (b) Each party shall promptly notify the other party in writing in the event that it is, for any reason, unable to perform any of its obligations under this Agreement. (c) The Company covenants and agrees that all Orders accepted and transmitted by it hereunder with respect to each Account on any Business Day will be based upon instructions that it received from the Contract owners, in proper form prior to the Close of Trading of the Exchange on that Business Day. The Company shall time stamp all Orders or otherwise maintain records that will enable the Company to demonstrate compliance with SECTION 9(c) hereof. (d) The Company covenants and agrees that all Orders transmitted to the Issuer, whether by telephone, telecopy, or other electronic transmission acceptable to Distributor, shall be sent by or under the authority and direction of a person designated by the Company as being duly authorized to act on behalf of the Accounts. Distributor shall be entitled to rely on the existence of such authority and to assume that any person transmitting Orders for the purchase, redemption or transfer of Fund shares on behalf of the Company is properly authorized to act in such capacity. The Company shall maintain the confidentiality of all passwords and security procedures issued, installed or otherwise put in place with respect to the use of Remote Computer Terminals and assumes full responsibility for the security therefor. The Company further agrees to be responsible for the accuracy, propriety and consequences of all data transmitted to Distributor by the Company by telephone, telecopy or other electronic transmission acceptable to Distributor. (e) The Company agrees that, to the extent it is able to do so, it will use its best efforts to give equal emphasis and promotion to shares of the Funds as is given to other underlying investments of the Accounts, subject to applicable Securities and Exchange Commission rules. In addition, the Company shall not impose any fee, condition, or requirement for the use of the Funds as investment options for the Contracts that operates to the specific prejudice of the Funds VIS-A-VIS the other investment media made available for the Contracts by the Company.

  • Covenants of the Purchasers Each Purchaser covenants and agrees with the Company as follows: