Additional Post Closing Covenants. (a) The Company shall cause (i) each Group Company and any branch thereof (including those set forth in Part A of Schedule VI and those set forth in Part B of Schedule VI) which conducts or intends to conduct educational training activities to use its best efforts to obtain, and thereafter maintain in full force and effect, all Permits necessary for conducting educational training activities (including that it shall update its business license to include educational training within its business scope) and to update its registered name with the competent Governmental Authority to reflect its authority to conduct educational training activities if and as required by applicable Laws and requirements of the competent Governmental Authority, (ii) each Group Company to use its best efforts to procure that each location where any Group Company currently conducts business (including each location set forth in Part C of Schedule VI) is appropriately registered with the competent Governmental Authority as a branch of the relevant Group Company, in each case as soon as practicable after (x) applicable Laws and policies so permit, (y) the date on which the Amended Privately-Run Education Promotion Law is implemented by the relevant Governmental Authority, or (z) its becoming aware that such Governmental Authority is accepting applications for such Permits and registrations, whichever is the earliest, and (iii) each Group Company to immediately take all necessary steps to obtain such Permits and effect such registrations from such time.
(b) The Company shall cause each Group Company to use its best efforts to update the registered address of each of its registered branches (including those set forth in Part D of Schedule VI) from time to time with the competent Governmental Authority as required by applicable Laws and requirements of the competent Governmental Authority (or establish a new branch in each location where it currently conducts business but has not yet been registered as a branch of the relevant Group Company if so required by the competent Governmental Authority) as soon as practicable after the Closing Date, and thereafter to maintain such registrations in full force and effect, to ensure that each Group Company is not conducting business outside of its or its branches’ registered addresses.
(c) The Company shall cause each Group Company whose MOE Operating License or Certificate of Private Non-enterprise Entity has expired (including those Group Compani...
Additional Post Closing Covenants. Following the Closing, and subject to reimbursement by Sellers for any and all reasonable costs and expenses incurred by Buyers in connection therewith, Buyers shall, and shall cause the applicable Project Companies to, carry out and comply with the following additional covenants, all of which shall survive the Closing indefinitely:
(a) The applicable Project Companies shall execute the conservation easements and subordinations in the forms attached hereto as Exhibit B and Exhibit C, respectively, with such modifications thereto as may be reasonably requested by the CDFW, obtain subordinations of the financing parties as may reasonably be requested by the CDFW, and fully cooperate with Sellers’ and their Affiliate’s efforts to consummate and record such conservation easements and subordinations in the Xxxx County Official Records and deliver them to CDFW.
(b) The Project Companies and Buyers shall cooperate in good faith with Alta Windpower Development, LLC to make such filings and take such actions from time to time as may be required to protect and preserve Alta Windpower Development, LLC’s firm priority rights to transmission facilities it holds interests in pursuant to the shared facilities agreements set forth on Section 6.16 of the Sellers Disclosure Schedule as recognized by that certain Order Granting Petition for Declaratory Order, issued February 17, 2011, FERC Document No. EL10-62-000.
(c) The applicable Project Companies shall cooperate in good faith and join in such amendments to the following documents as are required to permit Alta Windpower Development, LLC or such other Affiliate of Seller to use and fully realize its interests in the Shared Facilities and Shared Premises (each as defined in applicable agreements described below) for development and operation of solar powered electricity production, fossil-fueled electricity generation, and electrical storage projects (including battery and capacitor storage, compressed air, pumped storage, hydrogen generation and/or fuel cells), either as new generators (“In-Development Projects”) or as so-called “behind the meter” generators (“Secondary Projects”):
(i) the shared facilities agreements listed on Section 6.16 of the Sellers Disclosure Schedule;
(ii) the large generator interconnection agreement and the interconnection management agreements listed on Section 6.16 of the Sellers Disclosure Schedule;
(iii) the Infrastructure Easement Agreement, Infrastructure Easement Agreement No. 2 and Infr...
Additional Post Closing Covenants. The Parent shall honor --------------------------------- existing employment contracts and use its best efforts to retain Taconic Employees consistent with good business practices.
Additional Post Closing Covenants. Parent and Merger Sub shall use their respective best endeavors to procure, as promptly as possible after Closing, that the certificate of incorporation of Parent be amended to amend the terms of each sub-series of Parent's Series G Participating Convertible Preferred Stock and Parent's Series H Participating Convertible Preferred Stock to provide that the issuance of the Series K Preferred Stock or the conversion of such shares into Common Stock shall not be deemed an issuance of "Additional Shares of Common Stock" or otherwise result in a change in the Conversion Price of such preferred stock as that term is defined in the respective Certificates of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions (the "Carve-out Amendment"). In addition, Parent shall cause its subsidiary Cogent Communications, Inc. to enter into a management services agreement with Company for the provision of management support for Company during a period of 90 days unless such agreement is terminated earlier in accordance with its terms. ARTICLE V.
Additional Post Closing Covenants. Parent and Merger Sub shall use their respective best endeavors to procure, as promptly as possible after Closing, that the certificate of incorporation of Parent be amended to amend the terms of each sub-series of Parent's Series G Participating Convertible Preferred Stock and Parent's Series H Participating Convertible Preferred Stock to provide that the issuance of the Series I Preferred Stock and the Series J Preferred Stock or the conversion of such shares into Common Stock shall not be deemed an issuance of "Additional Shares of Common Stock" or otherwise result in a change in the Conversion Price of such preferred stock as that term is defined in the respective Certificates of Designations,
Additional Post Closing Covenants. (a) With respect to any of the Transferred Ag Subsidiaries that is characterized as a foreign corporation for U.S. federal income Tax purposes (other than any Transferred Ag Subsidiary with respect to which an election under Section 338(g) of the Code has been made), from the date of the Closing through the end of the taxable period of such entity that includes the Closing Date, Fermat shall not, and shall cause its Affiliates (including the Transferred Ag 1414958.12A-NYCSR03A - MSW Subsidiaries) not to, enter into any extraordinary transaction with respect to such Transferred Ag Subsidiaries or otherwise take any action or enter into any transaction that would be considered under the Code to constitute the payment of an actual or deemed dividend by such Transferred Ag Subsidiary, including pursuant to Section 304 of the Code, or that would otherwise result in a diminution of foreign tax credits that, absent such transaction, may be claimed by Descartes or any of its Affiliates.
(b) With respect to any of the Transferred H&N Subsidiaries that is characterized as a foreign corporation for U.S. federal income Tax purposes (other than any Transferred H&N Subsidiary with respect to which an election under Section 338(g) of the Code has been made), from the date of the Closing through the end of the taxable period of such entity that includes the Closing Date, Descartes shall not, and shall cause its Affiliates (including the Transferred H&N Subsidiaries) not to, enter into any extraordinary transaction with respect to such Transferred H&N Subsidiaries or otherwise take any action or enter into any transaction that would be considered under the Code to constitute the payment of an actual or deemed dividend by such Transferred H&N Subsidiary, including pursuant to Section 304 of the Code, or that would otherwise result in a diminution of foreign tax credits that, absent such transaction, may be claimed by Fermat or any of its Affiliates.
Additional Post Closing Covenants. Parent and Merger Sub shall use their respective best endeavors to procure, as promptly as possible after Closing, that the certificate of incorporation of Parent be amended to amend the terms of each sub-series of Series G Preferred Stock and Series H Preferred Stock to provide that the issuance of the Series M Preferred Stock or the conversion of such shares into Common Stock shall not be deemed an issuance of “Additional Shares of Common Stock” or otherwise result in a change in the Conversion Price of such preferred stock as that term is defined in the respective Certificates of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions (the “Carve-out Amendment”).
Additional Post Closing Covenants. As soon as reasonably practicable following Final Transfer Date (but in no event later than thirty (30) days thereafter), the Seller shall deliver evidence satisfactory to Buyer in its reasonable discretion that termination notices concerning all Contracts solely relating to the Business (other than the Acquired Contracts) have been sent to the non-Seller counterparty thereto; provided, however, that the foregoing shall not apply to the Encompass Contract or to any Contracts listed on Schedule 5.11 of the Seller Disclosure Schedules.
Additional Post Closing Covenants. Parent and Merger Sub shall use their respective best endeavors to procure, as promptly as possible after Closing, that (a) the Certificate of Incorporation of Parent be amended to amend the terms of each sub-series of Parent's Series G Participating Convertible Preferred Stock and Parent's Series H Participating Convertible Preferred Stock to provide that the issuance of the Parent Preferred Shares or the conversion of such shares into Common Stock shall not result in a change in the Conversion Price of such preferred stock as that term is defined in the respective Certificates of Designations, Preferences and Relative, Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions, (b) the Third Amended and Restated Registration Rights Agreement, dated July 31, 2003, be amended to provide that the holders of the Parent Preferred Shares shall be afforded the same rights and benefits as are granted to the Investors Purchasers thereunder, (c) the Second Amended and Restated Stockholders Agreement, dated July 31, 2003, be amended to provide that (i) the holders of the Parent Preferred Shares shall be afforded the same rights and benefits as are granted to the Purchasers thereunder, (ii) the Board of Directors of Parent shall at all times consist of nine members, (iii) the holders of the Parent Preferred Shares shall be entitled to appoint one member to the Board of Directors of Parent, and (iv) the holders of the Parent Preferred Shares shall be entitled to appoint one representative to act as an observer to the Board of Directors of Parent, (d) a representative of the holders of the Parent Preferred Shares be appointed to the Board of Directors of Parent, and (e) a representative of the holders of the Parent Preferred Shares be appointed as an observer to the Board of Directors of Parent.
