Additional Covenants of the Sellers. Sellers covenant and agree to furnish to Buyer and the Internal Revenue Service with such applicable information as may be required under Section 1060 of the Code and to cooperate in the completion and timely filing of IRS Form 8594. The provisions of this Section 5.06 shall survive the Closing, anything to the contrary contained herein notwithstanding.
Additional Covenants of the Sellers. Between the Closing Date and the earlier of:
(i) the date on which the Buyer and/or the Sellers shall have obtained a clearance from the relevant tax authorities, to the Buyer’s and each Sellers reasonable satisfaction, evidencing that the payment of the M-Tel Closing Payment and the Stripe Closing Payment (a) into the SPA Escrow Account and (b) into the M-Tel Account and the Stripe Account, respectively, and any portion of the Deferred Consideration or the M-Tel Net Debt Compensation will not be subject to any withholding; or
(ii) the date on which the Deferred Consideration is paid pursuant to Clause 2.4.4 (Payment of the Deferred Consideration);
Additional Covenants of the Sellers. The Sellers covenant and agree during the period after the Date of Execution and through the Closing Date as follows:
Additional Covenants of the Sellers. At all times from the date hereof to the Termination Date, each Seller shall:
Additional Covenants of the Sellers. 8.01 Prior to Closing, without the prior written consent of the Purchaser, FAS shall not issue any additional Interests, including, without limitation, securities with equivalent rights as common shares, common shares, or such equivalent securities, issuable upon the exercise of options, warrants and other contract rights and securities convertible, directly or indirectly, into common shares or such equivalent securities. Prior to Closing, without the prior written consent of the Purchaser, FAS will not increase or decrease the number of its issued and outstanding Interests, or change in any way the rights and privileges of such Interests by any means including, without limitation, (i) the payment of dividend or the making of any other distribution on such Interests payable in its capital Interests, (ii) a forward or reverse split or other subdivision of Interests, (iii) a consolidation or combination of Interests, or (iv) a reclassification or recapitalization involving Interests, the intent of the parties being that at the Closing and the issuance of the Interests to the Purchaser, the Purchaser shall then own Interests of FAS representing all of the issued and outstanding Interests of FAS. Purchaser will not unreasonably withhold consent to a request from FAS to issue additional Interests.
Additional Covenants of the Sellers. Subject to the Confidentiality Agreement dated August 4, 1998, among AFP, PRI and Purchaser, from the date hereof through the Closing Date, the Sellers will and will cause AFP to:
Additional Covenants of the Sellers. Each of the Eligible Sellers severally but not jointly covenants as follows:
Additional Covenants of the Sellers. Each Seller agrees that:
(a) it shall not, and it shall cause its Representatives not to, directly or indirectly,
(i) take any action of any kind that may in any way reduce the likelihood of success of the Offer, the purchase of any Shares pursuant to the Offer or the completion of the Offer;
(ii) solicit, encourage, facilitate the making of, or respond to (other than to decline) any inquiries or proposals regarding any Acquisition Proposal;
(iii) encourage or participate in any discussions or negotiations regarding any Acquisition Proposal;
(iv) make available any information with respect to Company or any of its subsidiaries in circumstances in which it knows, or ought reasonably to know, that such information will be used by the recipient in connection with, or in order to propose, make or evaluate the making of, any Acquisition Proposal;
(v) agree to or enter into any Acquisition Proposal;
(vi) request the board of directors or any committee thereof of Company to withdraw or modify in a manner adverse to Parent or the Offeror the approval and recommendation by the board of directors of the Offer, the Subsequent Acquisition Transaction or the Pre-Acquisition Agreement; or
(vii) enter into any agreement, letter of intent or similar document contemplating or otherwise related to any Acquisition Proposal; provided, however, that the foregoing shall not prevent any officer, director, employee, shareholder or affiliate of the Seller who is also a director or officer of Company or any of its subsidiaries from doing any act or thing that he or she properly is obliged to do in such capacity, so long as (a) he or she is acting as a director or officer of Company or any of its subsidiaries in accordance with applicable fiduciary duties when completing such act or thing and (b) doing such act or thing will not cause Company to violate any of the provisions of the Pre-Acquisition Agreement that apply to Company, its subsidiaries or affiliates or any of their respective Representatives. For greater certainty, each Seller acknowledges that the proviso to this section 1.2(a) will not affect such Seller’s obligation to deposit (and not to withdraw) all of its Shares to the Offer pursuant to the terms of this Agreement. The Sellers will immediately terminate, and cause to be terminated, any existing activities, discussions or negotiations with any persons with respect to any Acquisition Proposal. The Sellers will, subject to the above proviso, immediately notify Parent ...
Additional Covenants of the Sellers. 19 6.1 Company's Cash Balance Covenant.........................................................................19
Additional Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter to deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.
