Buyer Covenant. As material consideration for this conveyance contemplated herein, Buyer covenants for itself and any successors in interest that the Property will be used solely for automobile, truck and motorcycle sales and service facilities, approved accessory uses, or such other uses approved under the Specific Plan. This Section 4.7 shall survive the Closing and the recordation of the Grant Deed.
Buyer Covenant. The Buyer hereby agrees that, from the date of this Agreement, none of the Buyer, its controlled affiliates, or any person or entity acting on behalf of Buyer or any of its controlled affiliates or pursuant to any understanding with the Buyer or any of its controlled affiliates will engage in any Short Sales with respect to securities of SPAC prior to the Closing Date. For purposes of this Section 5.02, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with the Buyer that have no knowledge of this Agreement or of the Buyer’s participation in the Transactions (including the Buyer’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of the Buyer that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Buyer’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Xxxxx’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Holdings Shares covered by this Agreement.
Buyer Covenant. Buyer shall make good faith efforts to complete and file the notification filing required under the HSR Act with respect to this transaction without delay, and in any event within thirty (30) days of the date hereof. Buyer shall in good faith take (or fully cooperate in the taking of) all actions, and provide any additional information that may be, required or reasonably requested in order to comply with the requirements of the HSR Act.
Buyer Covenant. Seller acknowledges and agrees that (i) during the Earn-Out Periods, Buyer is free to operate the RushCard GPR Business in a manner determined by Buyer, in its sole discretion, to be in the best interest of Buyer and its stockholders, which may include reducing operating expenses (including marketing expenses) and consolidating operations (including consolidation of staff members and facilities) in order to achieve the most efficient cost per funded customer, and (ii) the $4,000,000 twelve-month minimum in Earn-Out Payments are provided in connection with Buyer’s right to operate the RushCard GPR Business in such manner. Notwithstanding the foregoing, Buyer agrees to not take any action the primary purpose of which is to reduce the Earn-Out Amounts.
Buyer Covenant. As part of Buyer’s advice letter filing or other application process by which Buyer requests approval of this Agreement, Buyer shall submit to the CPUC the schematic diagram and narrative description substantially in the form attached hereto as Appendix IX of the delivery structure contemplated by this Agreement.
Buyer Covenant. (a) For a period of two (2) years from and after the Closing Date, neither Buyer nor any of its Subsidiaries shall, directly or indirectly, without the prior written consent of Seller, hire, employ, solicit or direct any other Person to solicit any officer or other employee of Seller or any of its Subsidiaries as of the date hereof (other than Business Employees) or who has been an officer or employee of Seller or any of its Subsidiaries at any time within (6) months preceding such time, to: (i) terminate such officer's or employee's employment with Seller or any of its Subsidiaries or (ii) seek or accept employment or other affiliation with Buyer or its Subsidiaries introduced to Buyer in connection with the contemplated transactions (provided that neither Buyer nor any of its Subsidiaries shall be deemed to have violated the foregoing non-solicitation agreement in the event that an officer or employee responds to any solicitation directed at the public in general in publications available to the public in general or makes any contact which Buyer or its Subsidiaries can demonstrate was initiated by such officer, director or employee or makes any contact at least six (6) months after such officer's or employee's employment with Seller or its Subsidiaries is terminated).
Buyer Covenant. The Buyer shall not, before receiving antitrust approval related to Antitrust Filings pursuant to Section 6.02(a), acquire or enter into any Contract to acquire, or announce any acquisition of, any Person, business or assets that compete with or may compete with the Company, without the prior written approval of the Seller.
Buyer Covenant. (i) For a period of three (3) years from and after the Closing Date, neither Buyer nor any of its Subsidiaries shall, directly or indirectly, without the prior written consent of Seller, solicit or direct any other Person to SURGERY CENTERS DIVISION solicit any officer or other employee, or any Person who has been an officer or other employee within the previous six (6) months, of Seller or its Subsidiaries (other than the Transferred Employees) to: (i) terminate such officer's or employee's employment with Seller or any of its Subsidiaries; or (ii) seek or accept employment or other affiliation with Buyer or its Subsidiaries (other than, in each case, any solicitation directed at the public in general in publications available to the public in general or any contact which Buyer or its Subsidiaries can demonstrate was initiated by such officer or employee or any contact after such officer's or employee's employment with Seller or any of its Subsidiaries has been terminated for at least six (6) months). Buyer’s obligations under this Section 5.11(b)(i) with respect to employees of Seller or its Subsidiaries shall be subject to the condition that Seller shall have notified Buyer of the names of such employees.
Buyer Covenant. (i) For a period of two (2) years from and after the date hereof, neither Buyer nor any of its Subsidiaries shall, directly or indirectly, without the prior written consent of Seller, hire, employ or retain as a consultant or direct any other person
Buyer Covenant. (i) For a period of three (3) years from and after the Closing Date, neither Buyer nor any of its Subsidiaries shall, directly or indirectly, without the prior written consent of Seller, solicit or direct any other Person to solicit any officer or other employee, or any Person who has been an officer or other employee within the previous six (6) months, of Seller or its Subsidiaries (other than the Transferred Employees) to: (i) terminate such officer's or employee's employment with Seller or any of its Subsidiaries; or (ii) seek or accept employment or other affiliation with Buyer or its Subsidiaries (other than, in each case, any solicitation directed at the public in general in publications available to the public in general or any contact which Buyer or its Subsidiaries can demonstrate was initiated by such officer or employee or any contact after such officer's or employee's employment with Seller or any of its Subsidiaries has been terminated for at least six (6) months). Buyer’s obligations under this Section 5.11(b)(i) with respect to employees of Seller or its Subsidiaries shall be subject to the condition that Seller shall have notified Buyer of the names of such new employees.
